Consolidation, Mergers and Sales of Assets. No Loan Party shall (i) consolidate or merge with or into any other Person or (ii) sell, lease or otherwise transfer, directly or indirectly, all or substantially all of the assets of the Parent and its Consolidated Subsidiaries, taken as a whole, to any other Person; provided that (A) a Loan Party may consolidate or merge with another Person (other than a Loan Party) if such Loan Party is the entity surviving such consolidation or merger and if, immediately after giving effect to such merger, no Default shall have occurred and be continuing, (B) any Loan Party may consolidate or merge with any other Loan Party if immediately after giving effect to such consolidation or merger, no Default shall have occurred and be continuing; provided that, in any such consolidation or merger to which the Principal Borrower is a party, if the Principal Borrower is not the Person surviving such merger, such surviving Person (1) is a corporation or other legal entity organized under the laws of a country that is a member of the Organization for Economic Cooperation and Development and (2) shall have assumed all obligations of the Principal Borrower under this Agreement and any Note pursuant to an instrument reasonably satisfactory in form and substance to the Administrative Agent, (C) any Eligible Subsidiary may consolidate or merge with any other Eligible Subsidiary, so long as an Eligible Subsidiary is the Person surviving such consolidation or merger, (D) the Parent may consummate a Holding Company Reorganization so long as after giving effect thereto, (v) no Default shall have occurred and be continuing, (w) the Holding Company shall have assumed, pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent, the obligations of the Parent under this Agreement, (x) the Administrative Agent shall have received an opinion of counsel with respect to the Holding Company (which, in the case of certain customary matters pertaining to the Holding Company, may include internal counsel for the Holding Company) (covering customary legal matters for an unsecured bank loan financing) and such other evidence of compliance herewith as the Administrative Agent may reasonably request in form and substance reasonably satisfactory to the Administrative Agent and (y) the Parent shall have provided the Administrative Agent and the Lenders 30 days prior notice of the Holding Company Reorganization, and the Holding Company shall, promptly upon the request...
Consolidation, Mergers and Sales of Assets. The Borrower will not merge or consolidate with any other Person or sell, lease, transfer or otherwise dispose of its property and assets as, or substantially as, an entirety to any Person, unless (a) either the Borrower shall be the continuing or surviving corporation, or the successor or acquiring corporation shall be a solvent corporation organized under the laws of any State of the United States of America and shall expressly assume in writing all of the obligations of the Borrower under this Agreement and the Notes, including all covenants herein and therein contained, and such successor or acquiring corporation shall succeed to and be substituted for the Borrower with the same effect as if it had been named herein as a party hereto, provided that no such sale shall release the Borrower from any of its obligations and liabilities under this Agreement or the Notes unless such sale is followed by the complete liquidation of the Borrower and substantially all the assets of the Borrower immediately following such sale are distributed in such liquidation, and (b) the Borrower as the continuing or surviving corporation or the successor or acquiring corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale or other disposition, be in default under any such obligations.
Consolidation, Mergers and Sales of Assets. Neither the Company nor any Consolidated Subsidiary will (i) consolidate or merge with or into any other Person or (ii) sell, lease or otherwise transfer, directly or indirectly, all or any substantial part of the assets of the Company and its Consolidated Subsidiaries, taken as a whole, to any other Person in one transaction or a series of related transactions; provided that (A) the Company and any Consolidated Subsidiary may merge with another Person (other than a merger of a Consolidated Subsidiary with the Company) if the Company or such Consolidated Subsidiary is the corporation surviving such merger and if, immediately after giving effect to such merger, no Default shall have occurred and be continuing, (B) the Company and any Consolidated Subsidiary may merge with each other if immediately after giving effect to such merger, no Default shall have occurred and be continuing; provided that, if the Company is not the Person surviving such merger, such Person (1) is a corporation organized under the laws of any State of the United States of America and (2) shall have assumed all obligations of the Company under this Agreement and any Note pursuant to an instrument satisfactory in form and substance to the Administrative Agent, and (C) any Consolidated Subsidiary may merge with or into any other Consolidated Subsidiary, so long as a Consolidated Subsidiary is the Person surviving such merger.
Consolidation, Mergers and Sales of Assets. The Company will not merge or consolidate with any other Person or sell, lease, transfer or otherwise dispose of its property and assets as, or substantially as, an entirety to any Person, unless (a either the Company shall be the continuing or surviving corporation, or the successor or acquiring corporation shall be a solvent corporation organized under the laws of any State of the United States of America and shall expressly assume in writing all of the obligations of the Company under this Agreement and the Notes, including all covenants herein and therein contained, and such successor or acquiring corporation shall succeed to and be substituted for the Company with the same effect as if it had been named herein as a party hereto, provided that no such sale shall release the Company from any of its obligations and liabilities under this Agreement or the Notes unless such sale is followed by the complete liquidation of the Company and substantially all the assets of the Company immediately following such sale are distributed in such liquidation, and (b the Company as the continuing or surviving corporation or the successor or acquiring corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale or other disposition, be in default under any such obligations.
Consolidation, Mergers and Sales of Assets. The Borrower will not, nor will it permit any Subsidiary to, consolidate or merge with or into, or sell, lease (except pursuant to Sale-Leaseback Transactions permitted pursuant to Section 5.9.2) or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that, subject at all times to Section 5.18, the Borrower or any Subsidiary may merge with another Person (which is not the Borrower or such Subsidiary) if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Borrower or such Subsidiary (as the case may be) is the corporation surviving such merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing; and, provided, further, that any Subsidiaries of the Borrower may (i) merge or consolidate with each other or with the Borrower (so long as the Borrower is the corporation surviving such merger), or (ii) sell assets to each other or to the Borrower.
Consolidation, Mergers and Sales of Assets. No Credit Party will, nor will it permit any of its Subsidiaries to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, PROVIDED that:
Consolidation, Mergers and Sales of Assets. The Borrower will not, nor will it permit any Subsidiary to, consolidated or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided, however, that, subject at all times to Section 5.18, the Borrower or any Subsidiary may merge with another Person (which is not the Borrower or such Subsidiary) if (i) such Person was organized under the laws of the United States of America or one of its states (ii) the Borrower or such Subsidiary (as the case may be) is the corporation surviving such merger and (iii) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing; provided, further, that any Subsidiaries of the Borrower may (i) merge or consolidate with each other or with the Borrower (so long as the Borrower is the corporation surviving such merger), or (ii) sell assets to each other or to the Borrower; and provided, further, that the Borrower may, upon giving at least two (2) Business Days' written notice to the Lender thereof, consummate an Applebee's Spinoff, if made on the terms set forth within the definition thereof, and provided that the Net Cash Proceeds therefrom, to the extent not used to repay, in full or in part, the indebtedness of Borrower then existing under the Wachovia Agreement are used either (i) to make an optional prepayment of any Borrowings then outstanding hereunder, or (ii) to make investments permitted under Section 5.18 or (iii) for working capital in Borrower's business; but for no other purposes.
Consolidation, Mergers and Sales of Assets. Guarantor shall not merge or consolidate with or into any Person, or permit Lessee or any Restricted Subsidiary to merge or consolidate with or into any Person, EXCEPT:
Consolidation, Mergers and Sales of Assets. The Company will not merge or consolidate with any other Person or sell, lease, transfer or otherwise dispose of its property and assets as, or substantially as, an entirety to any Person, unless (a either the Company shall be the continuing or surviving corporation, or the successor or acquiring corporation shall be a
Consolidation, Mergers and Sales of Assets. Consolidate or merge with or into any other Person or sell, lease, or otherwise transfer, directly or indirectly, all or substantially all of its assets to any other Person; provided that the Company may merge or consolidate with another Person if:
