Fundamental Changes; Asset Dispositions. Neither the Parent, the Borrower, nor any of their respective Subsidiaries (other than the Permitted Other Subsidiaries) will, (a) merge or consolidate with or into any other Person, unless (i) a Subsidiary other than a Permitted Other Subsidiary (or another Person, if such merger with another Person is to effect an Investment permitted hereunder) is merged into the Borrower or another Subsidiary other than a Permitted Other Subsidiary and the Borrower or such other Subsidiary other than a Permitted Other Subsidiary, as the case may be, is the surviving Person or a Subsidiary (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations) is merged into any Subsidiary (other than a Permitted Other Subsidiary which has Indebtedness other than the Obligations), and (ii) immediately after giving effect to any such proposed transaction no Default would exist; (b) sell, transfer, or otherwise dispose of all or any of such Person’s material property except for a Permitted Hotel Sale, dispositions or replacements of personal property in the ordinary course of business, or Hotel Properties which are not Unencumbered Properties; (c) sell or otherwise dispose of any material shares of capital stock, membership interests or partnership interests of any Subsidiary (except for a Permitted Other Subsidiary and except to effectuate a Permitted Hotel Sale); (d) except for sales of ownership interests not prohibited by this Agreement and the issuance of limited partnership interests in the Borrower in exchange for ownership interests in Subsidiaries and Unconsolidated Entities to the extent permitted pursuant to the provisions of Section 6.04, materially alter the corporate, capital or legal structure of any such Person (except for a Permitted Other Subsidiary); (e) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) provided that nothing herein shall prohibit the Borrower from dissolving any Subsidiary which has no assets on the date of dissolution or (f) materially alter the character of their respective businesses from that conducted as of the date of this Agreement; in each case provided that the Parent shall be permitted to issue (i) Common Stock and (ii) preferred stock in the Parent which is not deemed Indebtedness under this Agreement.
Fundamental Changes; Asset Dispositions. (a) The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge or amalgamate into any other Borrower in a transaction in which the Person surviving such merger or amalgamation is a Borrower, (iii) any Person (other than a Borrower) may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary (and, if either such Subsidiary is a Subsidiary Guarantor, then the surviving entity shall also be a Subsidiary Guarantor) and (iv) any Subsidiary (other than a Subsidiary Borrower) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a Wholly-Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04 or Section 6.03(b). Notwithstanding the foregoing, except as permitted by Section 6.03(b) hereof, no merger or consolidation involving a Subsidiary which is a Subsidiary Guarantor or which has pledged its assets as Collateral shall be permitted unless the surviving entity is also a Subsidiary Guarantor and/or pledges its assets as Collateral, as applicable.
Fundamental Changes; Asset Dispositions. Neither the Parent, the Borrower, nor any of their respective Subsidiaries will, (a) merge or consolidate with or into any other Person, unless (i) a Guarantor is merged into the Borrower and the Borrower is the surviving Person or a Subsidiary is merged into any Subsidiary, and (ii) immediately after giving effect to any such proposed transaction no Default would exist; (b) sell, transfer, or otherwise dispose of all or any of the such Person's material property except for a Permitted Asset Disposition, or dispositions or replacements of personal property in the ordinary course of business; (c) sell or otherwise dispose of any material shares of capital stock, membership interests or partnership interests of any Subsidiary; (d) except for sales of ownership interests permitted under this Agreement and the issuance of limited partnership interests in the Borrower in exchange for ownership interests in Subsidiaries and non- Consolidated Subsidiaries to the extent permitted pursuant to the provisions of Section 6.03, materially alter the corporate, capital or legal structure of any such Person; (e) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) provided that nothing herein shall prohibit the Borrower from dissolving any Subsidiary which has no assets on the date of dissolution or (f) materially alter the character of their respective businesses from that conducted as of the date of this Agreement or otherwise engage in any material business activity outside of the Hospitality/Leisure Management Business.
Fundamental Changes; Asset Dispositions. Neither the Parent, the Borrower, nor any of their respective Subsidiaries (other than the Permitted Other Subsidiaries), will
Fundamental Changes; Asset Dispositions. No Obligor shall, nor shall either Borrower permit any Borrower Restricted Subsidiary to, (i) wind up, liquidate or dissolve
Fundamental Changes; Asset Dispositions. Neither Borrower, nor Principal OP GP will merge or consolidate with or into any other Person. Neither Principal, nor Principal OP will (A) merge or consolidate with or into any other Person, unless (1) either Principal or Principal OP is the surviving Person, provided that Principal OP may merge or consolidate with or into another Person and not be the surviving Person as long as Principal continues to Control Principal OP and no violation of the provisions of Section 4.2(b)(i) would occur, and (2) immediately after giving effect to any such proposed transaction, no default hereunder would exist and on a pro forma basis the financial covenants set forth in Section 4.4 would be satisfied; (B) sell, transfer, lease or otherwise dispose of all or substantially all of such Person’s material assets; (C) not materially alter the corporate, capital or legal structure of any such Person if such alteration would be reasonably likely to cause a Material Adverse Change to such Person, Borrower or the Project; or (D) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution).
Fundamental Changes; Asset Dispositions. No Loan Party shall, nor shall the Borrower permit any Restricted Subsidiary to, (i) wind up, liquidate or dissolve its affairs, or merge or consolidate with or into any other Person, other than Permitted Reorganizations; or (ii) engage in any Asset Disposition, other than a Permitted Disposal.
Fundamental Changes; Asset Dispositions. The Borrower shall not, nor shall the Borrower permit any Restricted Subsidiary to, (i) wind up, liquidate or dissolve its affairs, or merge or consolidate with or into any other Person, other than Permitted Reorganizations; or (ii) engage in any Asset Disposition, other than a Permitted Disposal. Section 6.02
Fundamental Changes; Asset Dispositions. Neither Borrower nor Pledgor shall:
Fundamental Changes; Asset Dispositions. (a) Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary may merge into Borrower in a transaction in which Borrower is the surviving corporation, (ii) any Subsidiary may merge into any other Subsidiary in a transaction in which the surviving entity is a Subsidiary; (iii) any Subsidiary of Borrower may merge with and into Borrower so long as Borrower is the surviving entity of such merger; (iv) any Subsidiary of Borrower that is a Loan Party may merge with and into any other Subsidiary of Borrower that is a Loan Party; and (v) any Subsidiary of Borrower that is not a Loan Party may merge with and into any other Subsidiary of Borrower that is not a Loan Party; provided, that notwithstanding anything to the contrary in this clause (a), any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.
