No Organic Change Clause Samples
The "No Organic Change" clause restricts a party from undergoing significant structural changes, such as mergers, consolidations, or substantial asset sales, without the prior consent of the other party. In practice, this means that a company cannot alter its fundamental business structure, ownership, or control in ways that could affect its obligations under the agreement. This clause is designed to ensure stability and predictability in the contractual relationship by preventing unexpected changes that could impact the parties' rights or the performance of the contract.
No Organic Change. The REIT Parties shall not (i) amend their Articles of Incorporation or bylaws other than the amendment to the REIT's Articles of Incorporation set forth in the REIT's proxy statement relating to the REIT's annual meeting of stockholders to be held on August 20, 1997; (ii) make any change in their capital stock by reclassification, subdivision, reorganization or otherwise; or (iii) change the character of their business.
No Organic Change. Except as contemplated by this Agreement, CWI shall not (i) amend its charter or bylaws; (ii) make any change in its capital stock by reclassification, subdivision, reorganization or otherwise; or (iii) merge or consolidate with any other corporation, trust or entity or change the character of its business.
No Organic Change. Except as contemplated by this Agreement, neither Intellicell nor its Subsidiaries shall (i) amend their charter or bylaws; (ii) make any change in their capital stock by reclassification, subdivision, reorganization or otherwise; or (iii) merge or consolidate with any other corporation, trust or entity or change the character of their business.
No Organic Change. The Company shall not, and Shareholders shall not cause the Company to, (i) amend the Company's Articles of Incorporation or Bylaws, (ii) make any change in the Company's capital stock by reclassification, subdivision, reorganization, or otherwise, or (iii) merge or consolidate with any other corporation, trust or entity, or change the character of the Company's business.
No Organic Change. Subject to Seller's obligations under the Management Agreement, and except as contemplated by this Agreement or disclosed in SCHEDULE 5.1(f), Seller shall not change the character of the Business or take any other action if any such action would or could reasonably be expected to have a material, adverse impact on the properties, financial status or condition, operations, or prospects of the Business.
No Organic Change. Except in connection with the transactions contemplated, by this Agreement, OneSource shall not (i) amend the its Articles of Incorporation or Bylaws, (ii) make any change in its capital stock by reclassification, subdivision, reorganization, or otherwise, or (iii) merge or consolidate with any other corporation, trust or entity, or change the character of its business.
No Organic Change. Except as contemplated by this Agreement or the Master Combination and Contribution agreement, neither ASR nor its subsidiaries shall (i) amend their Articles of Incorporation or Bylaws, except for those amendments set forth in the Proxy Statement, (ii) make any change in their capital stock by reclassification, subdivision, reorganization, or otherwise, or (iii) merge or consolidate with any other corporation, trust, or entity, or change the character of their business.
No Organic Change. Curt▇▇ ▇▇▇ll not, and shall not permit its subsidiaries to, make any amendments to their respective Certificate of Incorporation or By-laws or make any changes in their capital stock, whether by reclassification, subdivision, reorganization or otherwise or merge or consolidate with any other corporation, trust or entity, or change the character of their respective businesses, except to the extent Curt▇▇ ▇▇▇▇▇ ▇▇▇h actions to be necessary to further the transactions contemplated by this Agreement and obtains consent from Parent, which consent may not be withheld unreasonably.
No Organic Change. The Transferors shall not (i) amend their partnership agreements or management agreements; or (ii) make any change in their capital or otherwise.
No Organic Change. Neither Nuvola nor NMS shall (i) amend its articles of incorporation, bylaws, articles of organization, or operating agreement; (ii) make any change in its capital stock or units by reclassification, subdivision, reorganization, or otherwise; or (iii) merge or consolidate with any other corporation, trust, or other entity or change the character of their business, in either case except as contemplated by this Agreement.