Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division), except that, so long as no Default exists or would result therefrom: (a) any Subsidiary may merge with (i) the Company, provided that the Company shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving Person; (b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof; (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or to another Subsidiary; (d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h); and (e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19.
Appears in 3 contracts
Sources: Credit Agreement (Sonic Automotive Inc), Credit Agreement (Sonic Automotive Inc), Credit Agreement (Sonic Automotive Inc)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division), except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary may merge with (i) the Company, provided that the Company shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving Person;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or to another Subsidiary; provided that if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be the Company or a Subsidiary Guarantor;
(d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h)) and in the case of a Disposition of a dealership Subsidiary, Section 7.19; and
(e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement (i) may be dissolved or have its entity status terminated; providedterminated or (ii) so long as such Subsidiary does not qualify as a Restricted Subsidiary after giving effect to such Disposition, howevershall promptly at the request of the Company be released by the Administrative Agent from its obligations under the Subsidiary Guaranty and the other Loan Documents, provided that, other than Dispositions of obsolete at any time such Subsidiary thereafter qualifies as a Restricted Subsidiary or worn out fixtures (which may the Company requests such Subsidiary be considered designated as a New Vehicle Borrower or Used Vehicle Borrower, the Company shall cause to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject delivered to the satisfaction of the conditions applicable Administrative Agent all documents required to the Property Substitution or Prepayment Release be delivered by Section 6.14 and Section 6.15, as applicable, with respect to such Release Property Subsidiary in accordance with Section 2.19the timeframes set forth therein.
Appears in 2 contracts
Sources: Credit Agreement (Sonic Automotive Inc), Credit Agreement (Sonic Automotive Inc)
Fundamental Changes. Merge, dissolve, liquidate, (a) Merge into or consolidate with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (whether in one a single transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) to or in favor any line of business or all or substantially all of the stock of any Person of its Subsidiaries (including, in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, that if at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary may merge with a Person pursuant to a Division)Permitted Acquisition if the Borrower (or such Subsidiary of the Borrower is not a party to such merger) is the surviving Person, except that, so long as no Default exists or would result therefrom:
(aii) any Subsidiary may merge with (i) the Company, provided that the Company shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with into another Subsidiary; provided, that if any party to such merger is a Guarantor, the Subsidiary Guarantor shall be the continuing or surviving Person;
, (b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(ciii) any Subsidiary may Dispose of all sell, transfer, lease or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or to another Subsidiary;
(d) any Subsidiary may Dispose otherwise dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h); and
Loan Party and (eiv) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement may be dissolved or have its entity status terminated; provided, however, that, (other than Dispositions of obsolete a Guarantor) may liquidate or worn out fixtures (which may be considered to be part of a Mortgaged Property) dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the ordinary course best interests of business, the Loan Parties 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 make be permitted unless also permitted by Section 7.4.
(b) Engage in any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction business other than businesses of the conditions applicable to type conducted (and non-core incidental businesses acquired in connection with any Permitted Acquisition or permitted Investment or other immaterial businesses) by the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19Borrower and its Subsidiaries on the date hereof and businesses reasonably related thereto.
Appears in 2 contracts
Sources: Credit Agreement (Biotelemetry, Inc.), Credit Agreement (Biotelemetry, Inc.)
Fundamental Changes. MergeThe Parent shall not, nor shall it permit any Subsidiary to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(aA) any Subsidiary that is a Guarantor may merge with (i) the Company, provided that Borrower so long as the Company shall be Borrower is the continuing or surviving Person, Person or (ii) another Guarantor;
(B) any Subsidiary that is not a Guarantor may merge with (i) the Borrower or a Guarantor so long as the Borrower or such Guarantor is the continuing or surviving Person or (ii) any one or more other Subsidiaries, provided that Subsidiaries so long as when any wholly owned Subsidiary Guarantor is merging with another Subsidiary, the a wholly owned Subsidiary Guarantor shall be is the continuing or surviving Person;
(bC) subject to Section 6.14, any Subsidiary the Parent and its Subsidiaries may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereofmake Permitted Dispositions;
(cD) any Subsidiary Permitted Investment may Dispose of all be structured as a merger, consolidation or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or to another Subsidiary;
(d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h)amalgamation; and
(eE) any Subsidiary which (other than the Borrower) may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has Disposed of all or substantially all no activities other than activities related to the maintenance of its assets in accordance with the terms of this Agreement may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19existence and good standing.
Appears in 2 contracts
Sources: Loan Agreement (Myovant Sciences Ltd.), Loan Agreement (Sumitomo Chemical Co., Ltd.)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary may merge or consolidate with or dissolve or liquidate into (i) the CompanyBorrower, provided that the Company Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving PersonPerson or the continuing or surviving Person shall become a Guarantor pursuant to the terms of the Guaranty;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or to another Subsidiary;
(d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, ; provided that if the transferor in such Disposition a transaction is a Guarantor, then the transferee must either be the Borrower or Dispositions satisfy the requirements of Section 7.05(h)a Guarantor; and
(ec) The Borrower or any Subsidiary which has Disposed of all may merge with any Person in a transaction that would be an acquisition or substantially all of its assets in accordance with Investment that is permitted under this Agreement; provided that (i) if the Borrower is a party to such merger, it shall be the continuing or surviving Person, or (ii) if any Guarantor a party to such merger, such Guarantor shall be the continuing or surviving Person or the continuing or surviving Person shall become a Guarantor pursuant to the terms of this Agreement may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19Guaranty.
Appears in 2 contracts
Sources: Credit Agreement (Advanced Medical Optics Inc), Credit Agreement (Amo Holdings LLC)
Fundamental Changes. MergeWith respect to any Loan Party, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary Guarantor may merge with (i) the CompanyBorrower, provided that the Company Borrower shall be the continuing or surviving Person, or (ii) any one or more of the other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving PersonGuarantors;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or to another SubsidiarySubsidiary Guarantor;
(c) any Subsidiary Guarantor may merge with any third party; provided that (i) such merger is part of one or more transactions constituting an Investment permitted in accordance with the terms and conditions of this Agreement and (ii) immediately following such merger, the surviving entity remains or becomes, as applicable, a Subsidiary Guarantor; and
(d) any Subsidiary Guarantor may Dispose merge with any other Person if (i) such merger is for the sole purpose of all causing a change in the jurisdiction of organization of such Subsidiary Guarantor, (ii) the percentage share of the Borrower’s and CCPT III’s ownership of the Equity Interests of such Subsidiary Guarantor, in the aggregate, is not changed, (iii) the Person merged with the applicable Subsidiary Guarantor does not have any material liabilities, obligations or substantially all of its assets to other Indebtedness or in favor any material Contractual Obligations of any Person in one transaction or in a series of transactions, provided that type and (iv) immediately following such Disposition or Dispositions satisfy the requirements of Section 7.05(h); and
(e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of businessmerger, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to surviving entity remains or becomes, as applicable, a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19Subsidiary Guarantor.
Appears in 2 contracts
Sources: Credit Agreement (Cole Credit Property Trust III, Inc.), Credit Agreement (Cole Credit Property Trust III, Inc.)
Fundamental Changes. (a) Merge, dissolve, liquidate, combine or consolidate with or into another any Person, or Dispose liquidate or wind up or dissolve itself (or suffer any liquidation or dissolution), or sell, lease, assign, transfer or otherwise dispose of, all or substantially all of (its Property, business or assets, whether in one a single transaction or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division), except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary may merge with for (i) the Company, provided that the Company shall be the continuing mergers or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any consolidations of a wholly-owned Subsidiary Guarantor is merging with another wholly-owned Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving Person;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a any party to any such merger or consolidationtransaction is Borrower, the Company is the survivor thereof, surviving entity of such transaction shall be Borrower; and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a any party to any such merger transaction is an Obligor that is not Borrower, the surviving entity of such transaction shall be an Obligor; (ii) mergers or consolidationconsolidations of a wholly-owned Subsidiary into Borrower; (iii) sales, leases, transfers or other dispositions by a Subsidiary Guarantor is (the survivor thereof;
(c“Transferring Subsidiary”) of any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, winding up or dissolution (which shall be permitted so long as such Subsidiary’s assets are disposed of in accordance with this clause (iii)) or otherwise) to the Company any other Subsidiary; provided that if such Transferring Subsidiary is a Subsidiary Guarantor, such sale, lease, transfer or disposition shall be to another Subsidiary;an Obligor and if such Transferring Subsidiary is a Subsidiary of Borrower, such sale, lease, transfer or disposition shall be to Borrower; and (iv) Permitted Acquisitions.
(db) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h); and
(e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) Solely in the ordinary course case of businessan Obligor, change its name or conduct business under any fictitious name; change its tax, charter or other organizational identification number; change its form or state of organization, except in each case under this clause (b) if (I) such Obligor shall have given Agent ten (10) Business Days prior written notice thereof and (II) Agent shall have taken all steps reasonably deemed necessary by Agent to maintain the Loan Parties validity, enforceability, perfection and priority of Agent’s security interest in the Collateral of such Obligor, and Obligor shall not make any Disposition have executed and delivered such documents, instruments and agreements requested by Agent in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19connection therewith.
Appears in 2 contracts
Sources: Loan Agreement (School Specialty Inc), Loan Agreement (School Specialty Inc)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, with respect to clauses (a) through (d) so long as no Event of Default or, to the knowledge of Holdings, Default exists or and no Default would result therefrom:
(a) any Subsidiary (other than a Disqualified Subsidiary) may merge with (i) Holdings or the CompanyBorrower, provided that Holdings or the Company Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor Loan Party (other than Holdings) is merging with another SubsidiarySubsidiary that is not a Loan Party, the Subsidiary Guarantor such Loan Party shall be the continuing or surviving Person;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that Loan Party (iother than the Borrower) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or to another SubsidiaryLoan Party;
(c) any Subsidiary that is not a Loan Party may dispose of all or substantially all its assets to (i) another Subsidiary which is not a Loan Party or (ii) to a Loan Party for no consideration, or, in the case of this clause (ii), pursuant to a Disposition which is in the nature of a liquidation;
(d) in connection with any acquisition permitted under Section 7.03, any Subsidiary of Holdings (other than the Borrower) may Dispose of all merge into or substantially all of its assets consolidate with any other Person or permit any other Person to merge into or in favor of any Person in one transaction or in a series of transactions, consolidate with it; provided that the Person surviving such Disposition merger shall be a wholly owned Subsidiary of Holdings; provided further that if the Subsidiary of Holdings involved in such merger or Dispositions satisfy consolidation is a Guarantor then the requirements of Section 7.05(h)surviving entity shall also be a Guarantor; and
(e) in the case of any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of businessBorrower, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect pursuant to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with transaction otherwise permitted by Section 2.197.05 (other than Section 7.05(g)).
Appears in 2 contracts
Sources: Credit Agreement (Leap Wireless International Inc), Credit Agreement (Leap Wireless International Inc)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefromprior to and/or after giving effect thereto:
(a) any Subsidiary may merge with (ix) the CompanyBorrower, provided that the Company Borrower shall be the continuing or surviving Person, or (iiy) any one or more other Restricted Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving Person, and provided, further that, in the case of both clause (x) and (y), any Subsidiary which is an Unrestricted Subsidiary at the time of the applicable merger (1) must meet the criteria set forth in the definition of “Restricted Subsidiary” for conversion to a Restricted Subsidiary immediately prior to the occurrence of the applicable merger and (2) shall be treated in all respects as a Restricted Subsidiary during all periods of determination for purposes of calculating Consolidated EBITDA;
(b) subject to Section 6.14, the Borrower or any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or dissolution or otherwise) to the Company Borrower or to another Restricted Subsidiary; provided that (i) if the transferor in such a transaction is the Borrower, then the transferee must be a Guarantor and (ii) if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor;
(dc) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h); and
(e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement Section 7.05; and
(d) any Permitted Acquisition permitted by Section 7.07 may be dissolved structured as a merger, consolidation or have its entity status terminated; providedamalgamation, however, that, other than Dispositions of obsolete so long as the Borrower or worn out fixtures (which may be considered to be part of a Mortgaged Property) in Loan Party is the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19surviving Person.
Appears in 2 contracts
Sources: Credit Agreement (Entravision Communications Corp), Credit Agreement (Entravision Communications Corp)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary may merge or consolidate with (i) the CompanyBorrower, provided that the Company Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any wholly-owned Subsidiary Guarantor is merging or consolidating with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person, and, provided further that if a Guarantor is merging or consolidating with another Subsidiary, the Guarantor shall be the continuing or surviving Person; and (iii) with any Person that is not a Loan Party in connection with any Permitted Acquisition provided that the ultimate surviving entity becomes a Loan Party within thirty (30) days of such merger or consolidation;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or to another Subsidiary;
(d) any Subsidiary may Dispose of all ; provided that if the transferor in such a transaction is a wholly-owned Subsidiary, then the transferee must either be the Borrower, a Guarantor or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactionswholly-owned Subsidiary, and, provided further that if the transferor of such Disposition assets is a Guarantor, the transferee must either be Borrower or Dispositions satisfy the requirements of Section 7.05(h)a Guarantor; and
(ec) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with under Section 2.197.05 shall be permitted under this Section.
Appears in 2 contracts
Sources: Credit Agreement (Ats Corp), Credit Agreement (Ats Corp)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its the assets of any Loan Party or any Subsidiary (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary may merge with (i) the CompanyBorrower, provided that the Company Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that that, after the Springing Guaranty Date, when any Subsidiary Guarantor is merging with another SubsidiarySubsidiary that is not a Guarantor, the Subsidiary Guarantor shall be the continuing or surviving PersonPerson or the continuing or surviving Person shall promptly thereafter become a Guarantor;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or to another Subsidiary; provided that, after the Springing Guaranty Date, if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor or the transferee shall promptly thereafter become a Guarantor;
(c) in connection with any acquisition permitted under Section 8.02, any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly owned Subsidiary of the Borrower;
(d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of permitted by Section 7.05(h)8.05; and
(e) any Subsidiary which has Disposed of all that is not a Material Subsidiary may dissolve or substantially all of its assets in accordance with the terms of this Agreement may be dissolved or have its entity status terminatedliquidate; provided, however, thatthat in each case, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) immediately after giving effect thereto, in the ordinary course case of businessany such merger to which the Borrower is a party, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to Borrower is the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19surviving corporation.
Appears in 2 contracts
Sources: Credit Agreement (Timken Co), Credit Agreement (Timken Co)
Fundamental Changes. MergeThe Company shall not, nor shall it permit any Subsidiary to, directly or indirectly, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets or all of substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom:therefrom and the Company is in compliance, on a pro forma basis, with the provisions of Section 10.1(b) and Section 10.1(c):
(a) any Subsidiary Person may merge with into an Obligor in a transaction in which such Obligor is the surviving Person (i) the Company, provided that the Company shall must be the continuing or surviving Personsurvivor of any merger involving the Company), or subject to the requirements of Section 9.13, (ii) any one Person may merge with or more into a Subsidiary (other Subsidiariesthan an Obligor), provided that when (iii) any Obligor or any Subsidiary Guarantor is merging with may sell, lease, transfer or otherwise dispose of its assets to another Obligor or another Subsidiary, subject to the requirements of Section 9.13, (iv) any Subsidiary Guarantor shall be (other than an Obligor) may liquidate or dissolve if the continuing Company determines in good faith that such liquidation or surviving Persondissolution is in the best interests of the Company, and (iv) an Obligor or any Subsidiary may sell, transfer or otherwise dispose of Equity Interests of a Subsidiary (other than an Obligor);
(b) subject to in connection with any acquisition permitted under Section 6.1410.7, any Subsidiary of the Company may merge into or consolidate with another any other Person in order or permit any other Person to consummate an Acquisition permitted by Section 7.12merge into or consolidate with it; provided that (i) if the Person surviving such merger shall be a Wholly-Owned Subsidiary of the Company is a party to any such merger or consolidation, and shall comply with the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereofrequirements of Section 9.13;
(c) any Subsidiary of the Company may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or to another Subsidiary of the Company; provided that if the transferor in such a transaction is an Unencumbered Property Subsidiary;, then the transferee must be an Unencumbered Property Subsidiary; and
(d) Dispositions permitted by Section 10.5(d) shall be permitted under this Section 10.4. Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to (i) merge, dissolve or liquidate or consolidate with or into any Subsidiary may Dispose other Person unless after giving effect thereto the Company is the sole surviving Person of all such transaction and no Change of Control results therefrom or (ii) engage in any transaction pursuant to which it is reorganized or reincorporated in any jurisdiction other than a State of the United States of America or the District of Columbia. No such conveyance, transfer or lease of substantially all of the assets of the Company shall have the effect of releasing the Company or any successor corporation or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.4 from its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h); and
(e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of liability under this Agreement may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19Notes.
Appears in 2 contracts
Sources: Second Amended and Restated Note Purchase and Guarantee Agreement (Getty Realty Corp /Md/), Note Purchase and Guarantee Agreement (Getty Realty Corp /Md/)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge with (i) the CompanyBorrower, provided that the Company Borrower shall be the continuing or surviving Person, or (ii) any one or more other Restricted Subsidiaries, provided that (x) when any wholly-owned Restricted Subsidiary is merging with another Restricted Subsidiary, such wholly-owned Restricted Subsidiary shall be the continuing or surviving Person, and (y) if when any Guarantor is merging with another Subsidiarya Restricted Subsidiary that is not a Guarantor, the Subsidiary such Guarantor shall be the continuing or surviving Person;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that Loan Party (iother than the Borrower) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or to another SubsidiaryLoan Party;
(dc) any Subsidiary that is not a Loan Party may Dispose of all or substantially all of its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or in favor of any Person in one transaction or in (ii) to a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h)Loan Party; and
(d) in connection with any acquisition permitted under Section 7.03, any Restricted Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Restricted Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving Person;
(e) in connection with any acquisition permitted by Section 7.03(i)(ii), any Joint Venture Subsidiary which has Disposed may merge or consolidate into any other Person or permit any Person to merge into or consolidate with it; and
(f) any Joint Venture Subsidiary may merge with or Dispose of all or substantially all of its assets (including any Disposition that is in accordance with the terms of this Agreement may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part nature of a Mortgaged Propertyliquidation) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19another Joint Venture Subsidiary.
Appears in 2 contracts
Sources: Credit Agreement (Health Management Associates Inc), Credit Agreement (Health Management Associates Inc)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary (other than the Receivables Subsidiary) may merge with (i) the Company, provided that the Company shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any wholly-owned Subsidiary Guarantor is merging with another Subsidiary, the a wholly-owned Subsidiary Guarantor shall be the continuing or surviving Person;Person and (iii) any Subsidiary may merge in connection with a transaction permitted under Section 7.02(f); and
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (iother than the Receivables Subsidiary) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon merger, voluntary liquidation or otherwise) to the Company or to another Subsidiary;
(d; provided that if the transferor in such a transaction is a wholly-owned Subsidiary, then the transferee must either be the Company or a wholly-owned Subsidiary; provided further that Dispositions of assets to a Foreign Subsidiary must be permitted under Section 7.02(g)(iii), Section 7.02(j) any or Section 7.05(i); For the avoidance of doubt, the Receivables Subsidiary may not merge with, or Dispose of all any or substantially all of its assets to or in favor of to, any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h); and
(e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement may be dissolved or have its entity status terminated; provided, however, thatother Person, other than (i) Dispositions of obsolete permitted under Section 7.05(g) or worn out fixtures (which may be considered to be part of a Mortgaged Propertyii) in connection with the ordinary course of business, the Loan Parties shall not make any Disposition in respect termination of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction receivables facility when no Event of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19Default has occurred and is continuing.
Appears in 2 contracts
Sources: Credit Agreement (Perkinelmer Inc), Credit Agreement (Perkinelmer Inc)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary of the Borrower may merge merge, liquidate or dissolve into, or consolidate with (i) the CompanyBorrower, provided that the Company Borrower shall be the continuing or surviving Person, Person or (ii) any one or more other SubsidiariesSubsidiaries of the Borrower, provided that when (i) if any Subsidiary Guarantor is merging with, liquidating into or consolidating with another SubsidiarySubsidiary of the Borrower that is not a Guarantor, the Subsidiary such Guarantor shall be the continuing or surviving PersonPerson and (ii) if any Guarantor party to the Pledge Agreement is merging with, liquidating into or consolidating with another Guarantor that is not party to the Pledge Agreement, the surviving Guarantor must also be a party to the Pledge Agreement;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if of the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or to another Subsidiary;
(d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, the Borrower; provided that (i) if the transferor in such Disposition a transaction is a Guarantor, then the transferee must either be the Borrower or Dispositions satisfy a Guarantor, (ii) if the requirements transferor is a party to the Pledge Agreement, then the transferee must be a party to the Pledge Agreement and (iii) if the Equity Interests of Section 7.05(h)the transferor constitute Collateral, then the Equity Interests of the transferee must constitute Collateral; and
(c) Dispositions permitted by Section 7.05(d), (e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement may and (f) shall be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19permitted.
Appears in 2 contracts
Sources: Credit Agreement (American Assets Trust, Inc.), Credit Agreement (American Assets Trust, Inc.)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary may merge with (i) the CompanyBorrower, provided that the Company Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving PersonPerson shall be a wholly-owned Subsidiary Guarantor;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or to a wholly-owned Subsidiary; provided that a Subsidiary Guarantor may make such Disposal only to the Borrower or a wholly-owned Subsidiary Guarantor;
(c) any Subsidiary which is not a Loan Party may dispose of all or substantially all its assets to the Borrower or another Subsidiary;
(d) any Subsidiary may Dispose of all merge into or substantially all of its assets consolidate with any other Person or permit any other Person to merge into or in favor of any Person in one consolidate with it to the extent the transaction or in constitutes a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of permitted pursuant to Section 7.05(h)7.05 hereof; and
(e) in connection with any acquisition permitted under Section 7.03, any Subsidiary which has Disposed of all may merge into or substantially all of its assets in accordance consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the terms of this Agreement may Person surviving such merger shall be dissolved or have its entity status terminateda wholly owned Subsidiary and the Person surviving any such merger involving a Subsidiary Guarantor shall be a Subsidiary Guarantor; provided, however, thatthat in each case, other than Dispositions of obsolete or worn out fixtures (which may immediately after giving effect thereto, no Default shall have occurred and be considered to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19continuing.
Appears in 2 contracts
Sources: First Lien Senior Secured Credit Agreement (Terremark Worldwide Inc), Second Lien Senior Secured Credit Agreement (Terremark Worldwide Inc)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary may merge with (i) the CompanyBorrower, provided that (x) the Company Borrower shall be the continuing or surviving PersonPerson and (y) such merger does not result in the Borrower ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary that is a Subsidiary Guarantor is merging with another Subsidiary, the a Subsidiary Guarantor shall be the continuing or surviving Person;
(bi) subject to Section 6.14, any Subsidiary that is not a Subsidiary Guarantor may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; or into any other Subsidiary that is not a Subsidiary Guarantor (provided that (iA) if the Company Borrower shall own, directly or indirectly, Equity Interests representing a percentage of the aggregate ordinary voting power and aggregate equity value represented by the issued and outstanding Equity Interests in such surviving Subsidiary that is a party equal to any or greater than the percentage of the aggregate ordinary voting power and the aggregate equity value represented by the issued and outstanding Equity Interests that were owned immediately prior to such merger or consolidation, directly or indirectly, by the Company is Borrower in such other merged or consolidated Subsidiary, and (B) if any Person other than the survivor thereofBorrower or a Subsidiary Guarantor receives any consideration in connection with such transaction, such transaction shall comply with the provisions of Section 7.02) and (ii) except as described any Subsidiary may liquidate or dissolve or change its legal form (provided that (A) such transaction shall not reduce the Borrower’s direct or indirect share of the aggregate ordinary voting power and aggregate equity value in clause such Subsidiary, (iB) above, if such Subsidiary is a Subsidiary Guarantor is a party it shall continue to any such merger or consolidation, be a Subsidiary Guarantor is Guarantor, (C) the survivor thereofBorrower or the Subsidiary shall comply with its obligations under Sections 6.11 and 6.13 in connection with such transaction and (D) such transaction shall have been undertaken for a valid purpose (which includes the reduction of taxes for direct or indirect owners of Equity Interests in the Borrower) and shall not be disadvantageous to the Lenders in any manner);
(c) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or to another Subsidiary, provided that (i) if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be the Borrower or a Subsidiary Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02;
(d) any Subsidiary may Dispose the Acquisition shall be permitted in accordance with the terms of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h)Acquisition Agreement; and
(e) any Subsidiary so long as no Default or Event of Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement may be dissolved or have its entity status terminatedis to effect a Disposition permitted pursuant to Section 7.05; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) provided that in the ordinary course case of businessclauses (a), (b) and (c) above, (x) the security interest of the Administrative Agent in the property of such person formed by such merger or consolidation (or such Person resulting from such change in corporate form) shall be no less favorable than the security interest of the Administrative Agent in the property of the Borrower or Subsidiary prior to such merger or consolidation (or change in corporate form) and (y) except in the case of clause (a)(i) above, the Loan Parties Guarantee by such Person formed by such merger or consolidation (or such Person resulting from such change in corporate form) of the Obligations shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject be no less favorable to the satisfaction Lenders than the Guarantees of the conditions applicable to Obligations of the Property Substitution or Prepayment Release with respect Subsidiary prior to such Release Property merger or consolidation (or change in accordance with Section 2.19corporate form), in each case, as reasonably determined by the Administrative Agent.
Appears in 2 contracts
Sources: First Lien Credit Agreement (Station Casinos LLC), Second Lien Credit Agreement (Station Casinos LLC)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Event of Default exists or would result therefrom:
(a) any Subsidiary may merge with (i) the CompanyBorrower, provided that the Company Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another SubsidiarySubsidiary that is not also a Guarantor, the Subsidiary Guarantor shall be the continuing or surviving Person;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or dissolution or otherwise) to the Company Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor;
(c) in connection with any acquisition permitted under Section 7.03, any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be (other than with respect to directors’ qualifying shares of Foreign Subsidiaries held pursuant to a requirement of applicable Law) a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be a Loan Party; and
(d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of permitted under Section 7.05(h); and
7.05 (other than subsection (e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of thereof) is permitted under this Agreement may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.197.04.
Appears in 2 contracts
Sources: Credit Agreement (Mantech International Corp), Credit Agreement (Mantech International Corp)
Fundamental Changes. Merge, dissolve, liquidate, consolidate or amalgamate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary (other than the Borrower) may merge merge, consolidate or amalgamate with (i) one of the CompanyLoan Parties, provided that the Company such Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging merging, consolidating or amalgamating with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving Person;
; (b) subject to Section 6.14the Borrower may merge, any Subsidiary may merge into consolidate or consolidate amalgamate with another Person in order to consummate an Acquisition permitted by Section 7.12; one of the Loan Parties or a Subsidiary, provided that (i) if the Company is a party to any such merger Borrower shall be the continuing or consolidation, the Company is the survivor thereof, and surviving Person or (ii) except as described in clause (i) abovea Domestic Subsidiary shall be the continuing or surviving Person and shall become the Borrower, if a Subsidiary Guarantor is a party subject to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
consent of the Administrative Agent and each Lender required by Section 11.06(a); (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Limited or to another any Subsidiary;
(d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, ; provided that (i) if the transferor in such Disposition a transaction is a Guarantor, then the transferee must either be the Borrower or Dispositions satisfy a Guarantor and (ii) if the requirements of Section 7.05(h); and
(e) any transferor in such a transaction is the Borrower, then the transferee must be a Domestic Subsidiary which has Disposed of all or substantially all of its assets in accordance with that becomes the terms of this Agreement may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release PropertyBorrower, subject to the satisfaction consent of the conditions applicable to the Property Substitution Administrative Agent and each Lender required by Section 11.06(a); and (d) Limited or Prepayment Release with respect to such Release Property in accordance with any Subsidiary may make any Acquisition or Disposition permitted by Section 2.197.02 or 7.05 (other than Section 7.05(f)).
Appears in 2 contracts
Sources: Credit Agreement (Helen of Troy LTD), Credit Agreement (Helen of Troy LTD)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary of the Operating Partnership (other than the Borrower) may merge with (i) the CompanyOperating Partnership, provided that the Company Operating Partnership shall be the continuing or surviving Person, Person or (ii) any one or more other SubsidiariesSubsidiaries of the Operating Partnership (other than the Borrower), provided that when if any Subsidiary Guarantor is merging with another SubsidiarySubsidiary of the Operating Partnership that is not a Subsidiary Guarantor, the Subsidiary Guarantor party to such merger shall be the continuing or surviving Person;
(b) subject to Section 6.14, any Subsidiary of the Borrower may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; the Borrower, provided that (i) if the Company is a party to any such merger Borrower shall be the continuing or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereofsurviving Person;
(c) any Subsidiary of the Operating Partnership (other than the Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Operating Partnership or another Subsidiary of the Operating Partnership; provided that (i) if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must be the Borrower, the Operating Partnership or a Subsidiary Guarantor and (ii) if the property subject to another Subsidiary;such Disposition includes any Collateral, then, after giving effect to such Disposition, such property shall continue to constitute Collateral; and
(d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactionsDispositions permitted by Section 7.05(d), provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h); and
(e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of (f) shall be permitted under this Agreement may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.197.04.
Appears in 2 contracts
Sources: Credit Agreement (American Residential Properties, Inc.), Credit Agreement (American Residential Properties, Inc.)
Fundamental Changes. (a) Merge, dissolve, liquidate, combine or consolidate with or into another any Person, or Dispose of (liquidate, wind up its affairs or dissolve itself, in each case whether in one a single transaction or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division), except that, so long as no Default exists or would result therefromexcept:
(ai) any Subsidiary may merge (x) with (i) the Companya Borrower, provided that the Company such Borrower shall be the continuing or surviving Person, or (iiy) with any one or more other Subsidiaries, provided that when any wholly-owned Subsidiary or Guarantor is merging with another Subsidiary, the wholly-owned Subsidiary or Guarantor shall be the continuing or surviving Person, or (z) with any other Person in connection with any Permitted Acquisition, provided that the continuing or surviving Person shall be a wholly-owned Subsidiary and, if such Subsidiary was a Guarantor or Borrower, also a Guarantor or Borrower;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of sell all or substantially all of its assets (upon voluntary liquidation or otherwise) ), to the Company a Borrower or to another Subsidiary;; provided that if the seller in such a transaction is a wholly-owned Subsidiary or a Guarantor, then the purchaser must also be a wholly-owned Subsidiary or Guarantor, respectively; or
(diii) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in connection with a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h); andPermitted Asset Disposition
(eb) Except following thirty (30) days prior written notice to Agent, change its name or conduct business under any Subsidiary which has Disposed fictitious name; change its tax or other organizational identification number; or change its form or state of all or substantially all of its assets in accordance with the terms of this Agreement may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19organization.
Appears in 2 contracts
Sources: Credit Agreement (Apparel Holding Corp.), Credit Agreement (Apparel Holding Corp.)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary may merge with (i) the Company, provided that the Company shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving Person;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or to another Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Company or a Guarantor;
(dc) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h7.05(i); and
(ed) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement (i) may be dissolved or have its entity status terminated; providedterminated or (ii) so long as such Subsidiary does not qualify as a Restricted Subsidiary after giving effect to such Disposition, howevershall promptly at the request of the Company be released by the Administrative Agent from its obligations under the Subsidiary Guaranty and the other Loan Documents, provided that, other than Dispositions of obsolete or worn out fixtures (which may be considered at any time such Subsidiary thereafter qualifies as an Restricted Subsidiary, the Company shall cause to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject delivered to the satisfaction of the conditions applicable Administrative Agent all documents required to the Property Substitution or Prepayment Release be delivered by Section 6.14 with respect to such Release Property Subsidiary in accordance with Section 2.19the timeframes set forth therein.
Appears in 2 contracts
Sources: Credit Agreement (Sonic Automotive Inc), Credit Agreement (Sonic Automotive Inc)
Fundamental Changes. Merge, dissolve, liquidate, wind-up, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (includingor, in each case, pursuant with respect to a Division)Co-Borrower, change its structure as a corporation, except that, so long as no Default or Event of Default exists or would result therefrom:,
(a) Holdings and its Subsidiaries may consummate Permitted Acquisitions;
(b) any Subsidiary may merge with (i) the Companya Co-Borrower, provided that the Company such Co-Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving Person;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company a Co-Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be a Co-Borrower or a Guarantor;
(d) any Subsidiary that is not a Loan Party may Dispose merge or consolidate with or into, or sell, transfer, lease or otherwise dispose of all or substantially all of its assets to or in favor of any Person (in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h); and
(e) any Subsidiary which has Disposed of all or substantially all of its assets or all or substantially all of the Capital Stock of any of its Subsidiaries to, any Subsidiary that is not a Loan Party so long as such transaction could not reasonably be expected to have a Material Adverse Effect;
(e) any Subsidiary of any Co-Borrower may merge or consolidate with or into, or sell, transfer, lease or otherwise dispose of (in accordance with one transaction or in a series of transactions) all or substantially all of its assets or all or substantially all of the terms Capital Stock of this Agreement may be dissolved or have any of its Subsidiaries to, any Person so long as such transaction is otherwise permitted under Section 7.13, and if such Subsidiary was a Loan Party immediately prior to effecting any such transaction, the surviving entity status terminatedis a Loan Party; provided, however, that, and
(f) any Subsidiary (other than Dispositions of obsolete a Co-Borrower) may liquidate or worn out fixtures dissolve if (which may be considered to be part of a Mortgaged Propertyi) Co-Borrowers determine in good faith that such action is in the ordinary course interest of businessthe Co-Borrowers and its Subsidiaries, the Loan Parties shall (ii) such transaction is not make disadvantageous in any Disposition in respect of any Collateral except for any Disposition permitted hereunder with material respect to a Release Property, subject to the satisfaction rights or interest of the conditions applicable Administrative Agent or the Lenders and (iii) the assets of such Subsidiary are transferred to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19a Loan Party.
Appears in 2 contracts
Sources: Credit Agreement (Premier, Inc.), Credit Agreement (Premier, Inc.)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary (other than the Receivables Subsidiary) may merge with (i) the Company, provided that the Company shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any wholly-owned Subsidiary Guarantor is merging with another Subsidiary, the a wholly-owned Subsidiary Guarantor shall be the continuing or surviving Person;Person and (iii) any Subsidiary may merge in connection with a transaction permitted under Section 6.02(f); and
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (iother than the Receivables Subsidiary) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon merger, voluntary liquidation liquidation, dissolution or otherwise) to the Company or to another Subsidiary;
(d; provided that if the transferor in such a transaction is a wholly-owned Subsidiary, then the transferee must either be the Company or a wholly-owned Subsidiary; provided further that Dispositions of assets to a Foreign Subsidiary must be permitted under Section 6.02(g)(iii), Section 6.02(j) any or Section 6.05(i); For the avoidance of doubt, the Receivables Subsidiary may not merge with, or Dispose of all any or substantially all of its assets to or in favor of to, any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h); and
(e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement may be dissolved or have its entity status terminated; provided, however, thatother Person, other than (i) Dispositions of obsolete permitted under Section 6.05(g) or worn out fixtures (which may be considered to be part of a Mortgaged Propertyii) in connection with the ordinary course of business, the Loan Parties shall not make any Disposition in respect termination of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction receivables facility when no Event of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19Default has occurred and is continuing.
Appears in 2 contracts
Sources: Credit Agreement (Perkinelmer Inc), Credit Agreement (Perkinelmer Inc)
Fundamental Changes. Merge, dissolve, liquidate, consolidate or amalgamate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary (other than the Borrower) may merge merge, consolidate or amalgamate with (i) one of the CompanyLoan Parties, provided that the Company such Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging merging, consolidating or amalgamating with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving Person;
; (b) subject to Section 6.14the Borrower may merge, any Subsidiary may merge into consolidate or consolidate amalgamate with another Person in order to consummate an Acquisition permitted by Section 7.12; one of the Loan Parties or a Subsidiary, provided that (i) if the Company is a party to any such merger Borrower shall be the continuing or consolidation, the Company is the survivor thereof, and surviving Person or (ii) except as described in clause (i) abovea Domestic Subsidiary shall be the continuing or surviving Person and shall become the Borrower, if a Subsidiary Guarantor is a party subject to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
consent of the Administrative Agent and each Lender required by Section 10.06(a); (c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Limited or to another any Subsidiary;
(d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, ; provided that (i) if the transferor in such Disposition a transaction is a Guarantor, then the transferee must either be the Borrower or Dispositions satisfy a Guarantor and (ii) if the requirements of Section 7.05(h); and
(e) any transferor in such a transaction is the Borrower, then the transferee must be a Domestic Subsidiary which has Disposed of all or substantially all of its assets in accordance with that becomes the terms of this Agreement may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release PropertyBorrower, subject to the satisfaction consent of the conditions applicable to the Property Substitution Administrative Agent and each Lender required by Section 10.06(a); and (d) Limited or Prepayment Release with respect to such Release Property in accordance with any Subsidiary may make any Acquisition or Disposition permitted by Section 2.197.02 or 7.05 (other than Section 7.05(f)).
Appears in 2 contracts
Sources: Credit Agreement (Helen of Troy LTD), Credit Agreement (Helen of Troy LTD)
Fundamental Changes. Merge, dissolve, liquidate, consolidate or amalgamate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary may merge or amalgamate with (i) the Company, provided that the Company shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging or amalgamating with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving Person;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or to another Subsidiary; provided that if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be the Company or a Subsidiary Guarantor;
(c) any Subsidiary that is not a Subsidiary Guarantor may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect;
(d) in connection with Acceptable Acquisition permitted under Section 7.02(g), any Subsidiary of the Company may Dispose of all merge into or substantially all of its assets consolidate or amalgamate with any other Person or permit any other Person to merge into or consolidate or amalgamate with it; provided that in favor the case of any such merger or amalgamation to which any Loan Party (other than the Company) is a party, the surviving or continuing Person is, or becomes upon consummation in one transaction or in accordance with Section 6.12, a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h)Loan Party; and
(e) any the Company may merge with and into a Domestic Subsidiary which has Disposed in order to effect a change of all or substantially all the state of its assets in accordance with incorporation of the terms of this Agreement may be dissolved or have its entity status terminatedCompany; provided, however, provided that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction each of the conditions applicable to above involving any Loan Party, (x) the Property Substitution or Prepayment Release with respect Company shall notify the Administrative Agent not less than ten (10) Business Days prior to such Release Property event and (y) the surviving Person shall, if applicable, assume the obligations of the merged Person pursuant to any of the Loan Documents and shall execute such documents and agreements as may be reasonably required by the Administrative Agent in accordance with Section 2.19connection therewith.
Appears in 2 contracts
Sources: Credit Agreement (Hain Celestial Group Inc), Credit Agreement (Hain Celestial Group Inc)
Fundamental Changes. Merge, dissolve, liquidate, amalgamate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) the Parent may merge or amalgamate with or into any other Person in a transaction in which the Parent is the surviving corporation or in which the successor assumes the obligations hereunder in a manner reasonably satisfactory to the Administrative Agent;
(b) any Subsidiary may merge or amalgamate with (i) the Company, provided that the Company shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving Person and when any Subsidiary Guarantor is merging with another Subsidiary, the a Subsidiary Guarantor shall be the continuing or and surviving Person;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Parent or to another Subsidiarya Subsidiary of the Parent, provided that if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be the Parent or a Subsidiary Guarantor;
(d) any Subsidiary may liquidate or dissolve if the Parent determines in good faith that such liquidation or dissolution is in the best interests of the Parent; and
(e) Merger Subsidiary may consummate the Merger; and
(f) any Subsidiary may merge, amalgamate or consolidate with or into another Person or Dispose of all or substantially all of its assets to or in favor of any another Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h); and
(e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect pursuant to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.197.05.
Appears in 2 contracts
Sources: Bridge Loan Agreement (Ipsco Inc), Credit Agreement (Ipsco Inc)
Fundamental Changes. MergeSubject to Section 6.05(a)(ii), merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary may merge with (i) the Companya Borrower, provided that the Company such Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that except as set forth in clause (c) below, when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving PersonPerson shall be a Guarantor or shall become a Guarantor within the timeframe set forth in Section 6.13;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company a Borrower or to another Subsidiary;; provided that except as set forth in clause (c) below, if the transferor in such a transaction is a Guarantor, then the transferee must either be a Borrower or a Guarantor; and
(dc) subject to Section 6.13, any Subsidiary may merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of all or substantially all of its assets to or in favor of any Person (whether in one transaction or in a series of transactions, provided that such Disposition including pursuant to an insolvency or Dispositions satisfy other proceeding intended to adjudicate or preserve the requirements rights of Section 7.05(h); and
(ecreditors) any Subsidiary which has Disposed of all or substantially all of its assets (whether now owned or hereafter acquired) to or in accordance with the terms favor of this Agreement may be dissolved any Person, in each case so long as both before and immediately after giving pro forma effect to such transaction or have its entity status terminated; provided, however, that, other than Dispositions series of obsolete or worn out fixtures transactions (which may be considered to be part of a Mortgaged Propertyi) in the ordinary course of business, no Default shall then exist and (ii) the Loan Parties shall not make any Disposition be in respect of any Collateral except for any Disposition permitted hereunder compliance with respect to a Release Property, subject to the satisfaction Section 7.11 as of the conditions applicable most recent fiscal quarter for which financial statements have been delivered pursuant to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.196.01 hereof.
Appears in 2 contracts
Sources: Credit Agreement (Herbalife Ltd.), Credit Agreement (Herbalife Ltd.)
Fundamental Changes. MergeEnter into any merger, dissolveconsolidation or amalgamation, or liquidate, consolidate with wind up or into another Person, dissolve itself (or suffer any liquidation or dissolution) or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned property or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)business, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary may merge with (i) any Subsidiary of the Company, Parent may be merged or consolidated with or into the Parent (provided that the Company Parent shall be the continuing or surviving Person, corporation) or with or into any Guarantor (ii) any one or more other Subsidiaries, provided that when (x) if any such transaction is between a Guarantor and a Subsidiary Guarantor that is merging with another Subsidiarynot a Guarantor, the Subsidiary a Guarantor shall be the continuing or surviving Person;entity and (y) if any such transaction is between a Borrower and any Subsidiary that is not a Borrower, a Borrower shall be the continuing or surviving entity) and (ii) any Subsidiary that is not a Guarantor may be merged with or into any other Subsidiary (provided that, if any such transaction is between a Domestic Subsidiary and a Foreign Subsidiary, such Domestic Subsidiary shall be the continuing or surviving entity except to the extent permitted under Section 7.8);
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary of the Parent may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Parent or to another Subsidiary;
any Guarantor, (dii) any Subsidiary that is not a Guarantor may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h); and
other Subsidiary and (eiii) any Subsidiary which has Disposed of the Parent may Dispose of all or substantially all of its assets in accordance pursuant to a Disposition permitted by Section 7.5 (other than pursuant to Section 7.5(c)(i)); provided that, for the avoidance of doubt, any Subsidiary of the Parent that only holds Capital Stock of other Subsidiaries of the Parent (a “Subsidiary Holding Company”) may consummate any sale of all or substantially all of its assets that would be permitted under this Section 7.4(b) with the terms of this Agreement respect each such Subsidiary or Subsidiaries held by such Subsidiary Holding Company;
(c) any Subsidiary (other than a Borrower) may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions liquidated as long as the proceeds of obsolete or worn out fixtures such liquidation (which may be considered to be part after satisfying all Contractual Obligations of a Mortgaged Propertysuch Subsidiary) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject are distributed to the satisfaction holders of the conditions applicable to Capital Stock of such Subsidiary on an approximately ratable basis (based on their respective equity ownership interests in such Subsidiary); and
(d) Parent and its Subsidiaries may consummate the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19Transactions.
Appears in 2 contracts
Sources: Credit Agreement (Neogen Corp), Credit Agreement (Garden SpinCo Corp)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower;
(b) any Subsidiary may merge with (i) the Companya Borrower, provided that the Company such Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving Person;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company a Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be a Borrower or a Guarantor;
(d) any Subsidiary of the Borrowers (other than the Principal Borrower and Highwoods Realty) or Guarantors may Dispose of all be merged into or substantially all of its assets to consolidated with any other Borrower or in favor of any Person in one transaction Guarantor so long as the surviving entity is a Borrower or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h)Guarantor; and
(e) any Subsidiary which has Disposed of all or substantially all of its the assets in accordance with or all of the terms Equity Interests of this Agreement a Subsidiary may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions Disposed of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable extent such Disposition is permitted pursuant to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.197.05.
Appears in 2 contracts
Sources: Credit Agreement (Highwoods Realty LTD Partnership), Credit Agreement (Highwoods Realty LTD Partnership)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary may merge with (i) the Company, provided that the Company shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving Person;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or to another Subsidiary; provided that if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be the Company or a Subsidiary Guarantor; provided further that if the transferor of such property is TP Luxembourg then the transferee must be the Company or a Subsidiary Guarantor;
(c) the Company, ▇▇▇▇▇▇ ▇▇▇▇▇ and Towers ▇▇▇▇▇▇, whether through one or more merger Subsidiaries, may consummate the Merger in accordance in all material respects with the Merger Agreement and may otherwise consummate the Transaction;
(d) any Subsidiary (other than a Subsidiary Guarantor or a Designated Borrower) may Dispose of all liquidate or substantially all of its assets to or dissolve if the Company determines in favor of any Person in one transaction or in a series of transactions, provided good faith that such Disposition liquidation or Dispositions satisfy dissolution is in the requirements best interests of Section 7.05(h)the Company and is not materially disadvantageous to the Lenders; and
(e) any Subsidiary which has Disposed the Company and its Subsidiaries may Dispose of all or substantially all of its assets in accordance with the terms of this Agreement may be dissolved or have its entity status terminated; providedas permitted by Sections 7.05(d), however7.05(g), that7.05(h), other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property7.05(i) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19and 7.05(j).
Appears in 2 contracts
Sources: Credit Agreement (Towers Watson Delaware Inc.), Credit Agreement (Towers Watson & Co.)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its the combined assets of the Loan Parties (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a DivisionPerson), except ; provided that, so long as no Default exists or would result therefrom:
notwithstanding the foregoing provisions of this Section 8.03 but subject to the terms of Sections 7.12 and 7.14, (a) the Borrower may merge or consolidate with or into any of its Subsidiaries, with or into a Top Tier Guarantor or any Subsidiary may merge with (i) the Company, of a Top Tier Guarantor; provided that the Company Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving Person;
(b) subject to Section 6.14, any Subsidiary Loan Party other than the Borrower may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided or into any other Loan Party that (i) if is not the Company is a party to any such merger or consolidationBorrower, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary that is not a Loan Party may Dispose of all be merged or substantially all of its assets (upon voluntary liquidation consolidated with or otherwise) to into any Loan Party other than the Company Borrower; provided that such surviving Person is a Loan Party or to another Subsidiary;
shall promptly become a Loan Party, (d) any Subsidiary that is not a Loan Party may Dispose of all be merged or substantially all of its assets to consolidated with or in favor of into any Person in one transaction or in other Subsidiary that is not a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h); and
Loan Party and (e) any Subsidiary which has that is not a Loan Party may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not have a Material Adverse Effect. It is understood and agreed that this Section 8.03 shall not prohibit any change in ownership of a Loan Party or a Subsidiary that is not a Loan Party that does not cause a Change of Control as long as such Person remains a Loan Party, if it was a Loan Party, and all Liens on the assets of such Person to secure the Obligations, if any, remain in full force and effect (or to the extent such assets were subject to Liens immediately prior to being Disposed of all or substantially all of its in any such transaction not prohibited by this Section 8.03, such assets in accordance with the terms of this Agreement may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, are otherwise subject to Liens securing the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19Obligations).
Appears in 1 contract
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom:
(a) any Subsidiary may merge with (i) the CompanyBorrower, provided that the Company Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Guarantor or wholly-owned Subsidiary Guarantor is merging with another SubsidiarySubsidiary (which is not a Guarantor), the such Guarantor or wholly-owned Subsidiary Guarantor shall be the continuing or surviving Person;
(b) subject any Non-Guarantor Subsidiary may dissolve or liquidate; provided that the board of directors or senior management of the Borrower has determined in good faith that the dissolution or liquidation will not be detrimental to the business of the Borrower and its Subsidiaries taken as a whole;
(c) the dissolution, liquidation or winding up of any Transitional Subsidiary; provided that any assets of such Transitional Subsidiary shall be transferred to a Loan Party or Subsidiary thereof in connection therewith;
(d) Investments permitted under Section 6.14, 7.02;
(e) Dispositions permitted under Section 7.05;
(f) the Borrower or any Subsidiary may merge into or consolidate with another any Person in order to consummate an Acquisition permitted by Section 7.12as part of a Permitted Acquisition; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;and
(cg) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) ), to the Company Borrower or to another Subsidiary;
(d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, ; provided that if the transferor in such Disposition a transaction is a Guarantor, then the transferee must either be the Borrower or Dispositions satisfy the requirements of Section 7.05(h); and
(e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19.another Guarantor;
Appears in 1 contract
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge merge, amalgamate or consolidate with (iA) the CompanyBorrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction in the United States); provided that the Company Borrower shall be the continuing or surviving Person, Person or (iiB) any one or more other Restricted Subsidiaries, ; provided that when any Subsidiary Guarantor Person that is a Loan Party is merging with another a Restricted Subsidiary, the Subsidiary Guarantor a Loan Party shall be the continuing or surviving Person;
(bi) subject to Section 6.14any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party, (ii) any Subsidiary may merge into liquidate or consolidate with another Person in order to consummate an Acquisition dissolve so long as any related Disposition is permitted by Section 7.12; provided that 7.05 and (iiii) if the Company is a party any Restricted Subsidiary may change its legal form if, with respect to any such merger or consolidation, the Company is the survivor thereof, and clauses (ii) except as described and (iii), the Borrower determines in clause good faith that such action is in the best interest of the Borrower and its Restricted Subsidiaries and is not materially disadvantageous to the Lenders (i) above, if a Subsidiary Guarantor is a party to it being understood that in the case of any such merger or consolidationchange in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is the survivor thereofotherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must be a Guarantor or the Borrower or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in, or Indebtedness of, a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(d) so long as no Event of Default has occurred and is continuing or would result therefrom, the Borrower may merge or consolidate with any Subsidiary may Dispose other Person; provided that (i) the Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Borrower (any such Person, the “Successor Company”), (A) the Successor Company shall be an entity organized or existing under the Laws of the United States, any state thereof or the District of Columbia, (B) the Successor Company shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or substantially all thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its Guarantee shall apply to the Successor Company’s obligations under the Loan Documents, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its obligations under the Security Agreement and other applicable Collateral Documents shall apply to the Successor Company’s obligations under the Loan Documents, (E) if reasonably requested by the Administrative Agent, each mortgagor of its assets a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or in favor restatement of any Person in one transaction the applicable Mortgage (or in a series of transactionsother instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, provided and (F) the Borrower shall have delivered to the Administrative Agent an officer’s certificate, stating that such Disposition merger or Dispositions satisfy consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the requirements foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the Borrower under this Agreement; provided, further, that the Borrower agrees to provide any documentation and other information about the Successor Company as shall have been reasonably requested in writing by any Lender through the Administrative Agent that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including Title III of Section 7.05(h); andthe USA Patriot Act;
(e) any Restricted Subsidiary may merge or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that the continuing or surviving Person shall be a Restricted Subsidiary of the Borrower, which has Disposed together with each of all or substantially all of its assets in accordance their Restricted Subsidiaries, shall have complied with the terms requirements of this Agreement may be dissolved or have its entity status terminatedSection 6.11 and Section 6.13 to the extent required pursuant to the Collateral and Guarantee Requirement; provided, howeverfurther, that, other than Dispositions of obsolete or worn out fixtures (which may be considered subject to be part of a Mortgaged Property) Section 1.08, in the ordinary course case of businessany such merger or consolidation involving a Loan Party, no Event of Default has occurred and is continuing or would result therefrom; and
(f) so long as no Event of Default has occurred and is continuing or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the Loan Parties shall not make any Disposition in respect purpose of any Collateral except for any which is to effect a Disposition permitted hereunder with respect pursuant to Section 7.05 or a Release Property, subject Restricted Payment permitted pursuant to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.197.06.
Appears in 1 contract
Sources: Credit Agreement (Avantor, Inc.)
Fundamental Changes. Merge, dissolve, liquidate, amalgamate or consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Material Subsidiary may merge with with: (i) the Company; provided, provided that that, the Company shall be the continuing or surviving Person, ; or (ii) any one Borrower (other than the Company) or more other Subsidiariesany Guarantor; provided, provided that that, (x) when any Material Subsidiary Guarantor that is not a Loan Party is merging with another Subsidiarya Subsidiary that is a Guarantor, such Guarantor shall be the continuing or surviving Person, (y) when any Material Subsidiary Guarantor that is not a Borrower is merging with a Borrower, such Borrower shall be the continuing or surviving Person and (z) when any Material Subsidiary that is not a Domestic Loan Party is merging with a Domestic Loan Party, such Domestic Loan Party shall be the continuing or surviving Person;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Material Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or to another any Material Subsidiary; provided, that, if the transferor in such a transaction is a Loan Party, then the transferee must be a Loan Party; provided, further, that, if the transferor in such a transaction is a Domestic Loan Party, then the transferee must be a Domestic Loan Party;
(c) any Disposition contemplated by Section 7.05(g) may be consummated; and
(d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h); and
(e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement Mirror Transactions may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19consummated.
Appears in 1 contract
Sources: Credit Agreement (Gentherm Inc)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division), except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary may merge with (i) the Company, provided that the Company shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving Person;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or to another Subsidiary; provided that if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be the Company or a Subsidiary Guarantor;
(d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h)7.05(j) and in the case of a Disposition of a dealership Subsidiary, Section 7.19; and
(e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement (i) may be dissolved or have its entity status terminated; providedterminated or (ii) so long as such Subsidiary does not qualify as a Restricted Subsidiary after giving effect to such Disposition, howevershall promptly at the request of the Company be released by the Administrative Agent from its obligations under the Subsidiary Guaranty and the other Loan Documents, provided that, other than Dispositions of obsolete at any time such Subsidiary thereafter qualifies as a Restricted Subsidiary or worn out fixtures (which may the Company requests such Subsidiary be considered designated as a New Vehicle Borrower or Used Vehicle Borrower, the Company shall cause to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject delivered to the satisfaction of the conditions applicable Administrative Agent all documents required to the Property Substitution or Prepayment Release be delivered by Section 6.14 and Section 6.15, as applicable, with respect to such Release Property Subsidiary in accordance with Section 2.19the timeframes set forth therein.
Appears in 1 contract
Fundamental Changes. MergeNeither the Borrower nor any of the Restricted Subsidiaries shall merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge merge, amalgamate or consolidate with (i) the CompanyBorrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided that the Company Borrower shall be the continuing or surviving PersonPerson and such merger does not result in the Borrower ceasing to be a corporation, partnership or limited liability company organized under the Laws of the United States, any state thereof or the District of Columbia or (ii) any one or more other Restricted Subsidiaries, ; provided that when any Subsidiary Guarantor Person that is a Loan Party is merging with another a Restricted Subsidiary, the Subsidiary Guarantor a Loan Party shall be the continuing or surviving Person;
(bi) subject to Section 6.14, any Subsidiary that is not a Loan Party may merge into merge, amalgamate or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided or into any other Subsidiary that (i) if the Company is not a party to any such merger or consolidation, the Company is the survivor thereof, Loan Party and (ii) except as described any Subsidiary may liquidate or dissolve or the Borrower or any Subsidiary may change its legal form (x) if the Borrower determines in clause good faith that such action is in the best interest of the Borrower and its Subsidiaries and if not materially disadvantageous to the Lenders and (iy) above, if a to the extent such Restricted Subsidiary Guarantor is a party to Loan Party, any assets or business not otherwise disposed of or transferred in accordance with Sections 7.02 (other than 7.02(e)) or 7.05 or, in the case of any such merger business, discontinued, shall be transferred to otherwise owned or consolidationconducted by another Loan Party after giving effect to such liquidation or dissolution (it being understood that in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is the survivor thereofotherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or to another Restricted Subsidiary;; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must be a Guarantor or the Borrower or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary that is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively; and
(d) so long as no Default exists or would result therefrom, the Borrower may merge or consolidate with any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, other Person; provided that (i) the Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such Disposition merger or Dispositions satisfy consolidation is not the requirements Borrower (any such Person, the “Successor Company”), (A) the Successor Company shall be an entity organized or existing under the Laws of Section 7.05(h)the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its Guaranty shall apply to the Successor Company’s obligations under the Loan Documents, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement and other applicable Collateral Documents confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, and (E) the Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document preserves the enforceability of this Agreement, the Guaranty and the Collateral Documents and the perfection of the Liens under the Collateral Documents; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the Borrower under this Agreement; and
(e) so long as no Default exists or would result therefrom (in the case of a merger involving a Loan Party), any Restricted Subsidiary may merge or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that the continuing or surviving Person shall be a Restricted Subsidiary or the Borrower, which has Disposed of all or substantially all together with each of its assets in accordance Restricted Subsidiaries, shall have complied with the terms requirements of this Agreement may be dissolved Section 6.11 to the extent required pursuant to the Collateral and Guarantee Requirement;
(f) so long as no Default exists or have its entity status terminated; providedwould result therefrom, howevera merger, thatdissolution, other than Dispositions of obsolete liquidation, consolidation or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of businessDisposition, the Loan Parties shall not make any Disposition in respect purpose of any Collateral except for any which is to effect a Disposition permitted hereunder with respect pursuant to a Release PropertySection 7.05; and
(g) the Borrower and its Subsidiaries may consummate Permitted Intercompany Activities, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19Spin-Off Transaction and related transactions.
Appears in 1 contract
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary (other than the Receivables Subsidiary) may merge with (i) the Company, provided that the Company shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any wholly-owned Subsidiary Guarantor is merging with another Subsidiary, the a wholly-owned Subsidiary Guarantor shall be the continuing or surviving Person;Person and (iii) any Subsidiary may merge in connection with a transaction permitted under Section 7.02(f); and
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (iother than the Receivables Subsidiary) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon merger, voluntary liquidation or otherwise) to the Company or to another Subsidiary;
; provided that if the transferor in such a transaction is a wholly-owned Subsidiary, then the transferee must either be the Company or a wholly-owned Subsidiary; provided further that Dispositions of assets to a Foreign Subsidiary must be permitted under Section 7.02(g) (diii), Section 7.02(j) any or Section 7.05(i); For the avoidance of doubt, the Receivables Subsidiary may not merge with, or Dispose of all any or substantially all of its assets to or in favor of to, any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h); and
(e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement may be dissolved or have its entity status terminated; provided, however, thatother Person, other than (i) Dispositions of obsolete permitted under Section 7.05(g) or worn out fixtures (which may be considered to be part of a Mortgaged Propertyii) in connection with the ordinary course of business, the Loan Parties shall not make any Disposition in respect termination of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction receivables facility when no Event of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19Default has occurred and is continuing.
Appears in 1 contract
Sources: Credit Agreement (Perkinelmer Inc)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary may merge with (i) the CompanyBorrower, provided that the Company Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving Person;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor;
(c) any Immaterial Subsidiary may merge with any other Immaterial Subsidiary and any Foreign Subsidiary may merge with any other Foreign Subsidiary;
(d) any Subsidiary may Dispose be merged, consolidated with or otherwise disposed of all or substantially all of its assets pursuant to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of permitted by Section 7.05(h); and6.05;
(e) any Immaterial Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures liquidated;
(which f) the Transactions and the NGM Reorganization may be considered effected; and
(g) any Subsidiary may merge or consolidate with any Person pursuant to a Permitted Acquisition; provided that (i) the Person surviving such merger shall be part a wholly-owned Subsidiary of a Mortgaged Propertythe Borrower and (ii) in the ordinary course case of businessany such merger or consolidation involving a Guarantor, the Loan Parties Person surviving such merger or consolidation shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to be a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19Guarantor.
Appears in 1 contract
Sources: Credit Agreement (Neustar Inc)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary may merge with (i) the CompanyBorrower, provided that the Company Borrower shall be the continuing or surviving Person, Person or (ii) any one or more other Subsidiaries, provided that (A) when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving Person and (B) when any Rail Services Business Subsidiary is merging with another Subsidiary, such Rail Services Business Subsidiary shall be the continuing or surviving Person;
(b) subject to Section 6.14, any Subsidiary the Borrower may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such corporation or entity which merger or consolidation, consolidation merely effects the Company is form or domicile of the survivor thereof, Borrower without changing the respective holdings of capital stock in the Borrower (or in the surviving entity) by stockholders and (ii) except as described pursuant to which all obligations of the Borrower in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is respect of this Agreement are and remain obligations of the survivor thereof;surviving entity; and
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or to another Subsidiary;
(d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, ; provided that (i) if the transferor in such Disposition transaction is a Subsidiary Guarantor, then the transferee must either be the Borrower or Dispositions satisfy a Subsidiary Guarantor and (ii) if the requirements of Section 7.05(h); and
(e) any Subsidiary which has Disposed of all or substantially all of its assets transferor in accordance with such transaction is a Rail Business Services Subsidiary, then the terms of this Agreement may transferee must be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19Rail Services Business Subsidiary.
Appears in 1 contract
Fundamental Changes. MergeMerge into, dissolveor consolidate into, liquidate, consolidate with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (whether in one a single transaction or in a series of transactions) all all, or substantially all all, of its assets (in each case, whether now owned or hereafter acquired) to or in favor any line of business or all, or substantially all, of the stock of any Person of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve (including, in each case, pursuant to a Divisiondivision of a limited liability company); provided, except that, so long as if, at the time thereof and immediately after giving effect thereto, no Default exists or would result therefrom:
Event of Default shall have occurred and be continuing, (ai) the Borrower or any Subsidiary may merge with a Person pursuant to a Permitted Acquisition if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary may merge with (i) the Company, provided that the Company shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with into another Subsidiary, provided, that, if any party to such merger is a Guarantor, the Subsidiary Guarantor shall be the continuing surviving Person or the surviving Person;
Person shall become a Guarantor concurrently with the consummation of such merger, (b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(ciii) any Subsidiary may Dispose sell, transfer, lease or otherwise dispose of all or substantially all of its assets or any line of business or stock of any of its Subsidiaries to any Loan Party, (upon voluntary liquidation or otherwise) to the Company or to another Subsidiary;
(div) any Subsidiary may Dispose liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of all the Borrower and is not materially disadvantageous to the Lenders, provided, that, in the case of this clause (iv), if the Subsidiary liquidating or substantially dissolving is a Guarantor, all of its assets shall be distributed to the Borrower or in favor of any Person in one transaction or in a series of transactionsGuarantor (other than Holdings), provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h); and
and (ev) any Subsidiary which has Disposed of all listed on Schedule 7.3 may liquidate or substantially all of its assets in accordance with the terms of this Agreement may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19dissolve.
Appears in 1 contract
Fundamental Changes. MergeNeither the Borrower nor any of the Restricted Subsidiaries shall merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge merge, amalgamate or consolidate with (i) the CompanyBorrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided that the Company Borrower shall be the continuing or surviving PersonPerson and such merger does not result in the Borrower ceasing to be a corporation, partnership or limited liability company organized under the Laws of the United States, any state thereof or the District of Columbia or (ii) any one or more other Restricted Subsidiaries, ; provided that when any Subsidiary Guarantor Person that is a Loan Party is merging with another a Restricted Subsidiary, the Subsidiary Guarantor a Loan Party shall be the continuing or surviving Person;
(bi) subject to Section 6.14, any Subsidiary that is not a Loan Party may merge into merge, amalgamate or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided or into any other Subsidiary that (i) if the Company is not a party to any such merger or consolidation, the Company is the survivor thereof, Loan Party and (ii) except as described any Subsidiary may liquidate or dissolve or the Borrower or any Subsidiary may change its legal form (x) if the Borrower determines in clause good faith that such action is in the best interest of the Borrower and its Subsidiaries and if not materially disadvantageous to the Lenders and (iy) above, if a to the extent such Restricted Subsidiary Guarantor is a party to Loan Party, any assets or business not otherwise disposed of or transferred in accordance with Sections 7.02 (other than 7.02(e)) or 7.05 or, in the case of any such merger business, discontinued, shall be transferred to otherwise owned or consolidationconducted by another Loan Party after giving effect to such liquidation or dissolution (it being understood that in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is the survivor thereofotherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or to another Restricted Subsidiary;; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must be a Guarantor or the Borrower or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary that is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively; and
(d) so long as no Default exists or would result therefrom, the Borrower may merge or consolidate with any Subsidiary may Dispose other Person; provided that (i) the Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Borrower (any such Person, the “Successor Company”), (A) the Successor Company shall be an entity organized or existing under the Laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or substantially all thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its Guaranty shall apply to the Successor Company’s obligations under the Loan Documents, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement and other applicable Collateral Documents confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, (E) if requested by the Administrative Agent, each mortgagor of its assets a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or in favor restatement of any Person in one transaction the applicable Mortgage (or in a series other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, and (F) the Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of transactionscounsel, provided each stating that such Disposition merger or Dispositions satisfy consolidation and such supplement to this Agreement or any Collateral Document preserves the requirements enforceability of Section 7.05(h)this Agreement, the Guaranty and the Collateral Documents and the perfection of the Liens under the Collateral Documents; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the Borrower under this Agreement; and
(e) so long as no Default exists or would result therefrom (in the case of a merger involving a Loan Party), any Restricted Subsidiary may merge or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that the continuing or surviving Person shall be a Restricted Subsidiary or the Borrower, which has Disposed of all or substantially all together with each of its assets in accordance Restricted Subsidiaries, shall have complied with the terms requirements of this Agreement Section 6.11 to the extent required pursuant to the Collateral and Guarantee Requirement;
(f) so long as no Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05; and
(g) the Borrower and its Subsidiaries may be dissolved consummate Permitted Intercompany Activities and, the Spin-Off Transaction, the Timeshare Disposition (individually or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business, aggregate) and the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19Corporate Realignmentrelated transactions.
Appears in 1 contract
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets or all of substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(ai) any Subsidiary Person may merge with (i) into a Loan Party or a Subsidiary in a transaction in which such Loan Party or such Subsidiary is the Companysurviving corporation, provided that subject to the Company shall be the continuing or surviving Personrequirements of Section 6.12, or (ii) any one Loan Party or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with may sell, lease, transfer or otherwise dispose of its assets to another Loan Party or another Subsidiary, subject to the requirements of Section 6.12, (iii) any Subsidiary Guarantor (other than a Guarantor) may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders, and (iv) if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be the continuing or surviving Personwould result, any Loan Party or any Subsidiary may sell, transfer or otherwise dispose of Equity Interests of a Subsidiary (other than a Guarantor). For purposes of clarification, nothing in this Section 7.04 shall prevent the issuance, transfer, conversion or repurchase of limited liability company interests in the Company, or the release of any Guarantor as permitted hereunder;
(b) subject to the Company and its Subsidiaries may consummate the Acquisition; and
(c) in connection with any acquisition permitted under Section 6.147.03, any Subsidiary of the Company may merge into or consolidate with another any other Person in order or permit any other Person to consummate an Acquisition permitted by Section 7.12merge into or consolidate with it; provided that (i) if the Person surviving such merger shall be a wholly-owned Subsidiary of the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or to another Subsidiary;
(d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy shall comply with the requirements of Section 7.05(h); and
(e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.196.12.
Appears in 1 contract
Sources: Credit Agreement (W. P. Carey Inc.)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary may merge with (i) the Company, provided that the Company shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor or the Subsidiary Borrower is merging with another Subsidiary, the Subsidiary Guarantor or the Subsidiary Borrower shall be the continuing or surviving Person;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or to another Subsidiary; provided that if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be the Company or a Subsidiary Guarantor;
(c) in connection with any acquisition permitted under Section 7.02, any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Company and (ii) in the case of any such merger to which any Loan Party (other than the Company) is a party, such Loan Party is the surviving Person;
(d) any Immaterial Subsidiary may Dispose be dissolved or liquidated if the Company determines in good faith such liquidation or dissolution is in the best interests of all or substantially all of its assets the Company and not materially disadvantageous to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h)Lenders; and
(e) any Subsidiary which has Disposed of all or substantially all of no assets to distribute to its assets in accordance with the terms of this Agreement equityholders may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19dissolved.
Appears in 1 contract
Sources: Credit Agreement (Cdi Corp)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary may merge with (i) the Company, provided that the Company shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving Person;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided 7.12;provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or to another Subsidiary; provided that if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be the Company or a Subsidiary Guarantor;
(d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h)7.05(g) and in the case of a Disposition of a dealership Subsidiary, Section 7.19; and
(e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement (i) may be dissolved or have its entity status terminated; providedterminated and (ii) at the request of the Company, howeverbe released by the Administrative Agent and the Revolving Administrative Agent from its obligations under the Subsidiary Guaranty and the other Loan Documents, provided that, other than Dispositions of obsolete or worn out fixtures (which may if at any time thereafter the Company requests that such Subsidiary be considered designated as a New Vehicle Borrower, the Company shall cause to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject delivered to the satisfaction of the conditions applicable Administrative Agent all documents required to the Property Substitution or Prepayment Release be delivered by Section 6.14 with respect to such Release Property Subsidiary in accordance with Section 2.19the timeframes set forth therein.
Appears in 1 contract
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary may merge with (i) the Company, provided that the Company shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving Person;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or to another Subsidiary; provided that if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be the Company or a Subsidiary Guarantor;
(d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h)) and in the case of a Disposition of a dealership Subsidiary, Section 7.19; and
(e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement (i) may be dissolved or have its entity status terminated; providedterminated or (ii) so long as such Subsidiary does not qualify as a Restricted Subsidiary after giving effect to such Disposition, howeverat the request of the Company, be released by the Administrative Agent and the Revolving Administrative Agent from its obligations under the Subsidiary Guaranty and the other Loan Documents, provided that, other than Dispositions of obsolete if at any time thereafter the Company requests that such Subsidiary be designated as a New Vehicle Borrower (or worn out fixtures (which may be considered if such Subsidiary thereafter qualifies as a Restricted Subsidiary), the Company shall cause to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject delivered to the satisfaction of the conditions applicable Administrative Agent all documents required to the Property Substitution or Prepayment Release be delivered by Section 6.14 with respect to such Release Property Subsidiary in accordance with Section 2.19the timeframes set forth therein.
Appears in 1 contract
Sources: Syndicated New and Used Vehicle Floorplan Credit Agreement (Sonic Automotive Inc)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom:
(a) any Subsidiary may merge with (i) the CompanyBorrower, provided that the Company Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Guarantor or wholly-owned Subsidiary Guarantor is merging with another SubsidiarySubsidiary (that is not a Guarantor) , the Subsidiary Guarantor surviving Person shall be the continuing or surviving Personbecome a Guarantor or wholly-owned Subsidiary as a result of such merger;
(b) subject any Non-Guarantor Subsidiary may dissolve or liquidate; provided that the board of directors or senior management of the Borrower has determined in good faith that the dissolution or liquidation will not be detrimental to the business of the Borrower and its Subsidiaries taken as a whole;
(c) the dissolution, liquidation or winding up of any Transitional Subsidiary; provided that any assets of such Transitional Subsidiary shall be transferred to a Loan Party or Subsidiary thereof in connection therewith;
(d) Investments permitted under Section 6.14, 7.02;
(e) Dispositions permitted under Section 7.05;
(f) the Borrower or any Subsidiary may merge into or consolidate with another any Person in order to consummate an Acquisition permitted by Section 7.12as part of a Permitted Acquisition; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;and
(cg) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or to another Subsidiary;
(d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, ; provided that if the transferor in such Disposition or Dispositions satisfy a transaction is a Guarantor, then the requirements of Section 7.05(h); and
(e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement may transferee must be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19Party.
Appears in 1 contract
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary may merge with (i) the CompanyBorrower, provided that the Company Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, ; provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving Person;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or to another Subsidiary;; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor; and
(dc) in connection with any acquisition permitted under Section 7.03, any Subsidiary of the Borrower may Dispose of all merge into or substantially all of its assets consolidate with any other Person or permit any other Person to merge into or in favor of any Person in one transaction or in a series of transactions, consolidate with it; provided that the Person surviving such Disposition merger shall be a wholly owned Subsidiary of the Borrower and, to the extent that the Subsidiary so merged or Dispositions satisfy consolidated was a Guarantor, such surviving Person shall be a Guarantor and shall comply with the requirements of Section 7.05(h)6.12; and
(e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Alderwoods Credit Agreement may be dissolved or have its entity status terminated; provided, however, thatthat in each case, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) immediately after giving effect thereto, in the ordinary course case of businessany such merger to which the Borrower is a party, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to Borrower is the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19surviving corporation.
Appears in 1 contract
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary may merge with (i) the Company, provided that the Company shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving Person;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or to another Subsidiary; provided that if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be the Company or a Subsidiary Guarantor;
(c) any Subsidiary that is not a Subsidiary Guarantor may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect;
(d) in connection with Acceptable Acquisition permitted under Section 7.02(g), any Subsidiary of the Company may Dispose of all merge into or substantially all of its assets consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that in favor the case of any such merger to which any Loan Party (other than the Company) is a party, the surviving Person is, or becomes upon consummation in one transaction or in accordance with Section 6.12, a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h)Loan Party; and
(e) any the Company may merge with and into a Domestic Subsidiary which has Disposed in order to effect a change of all or substantially all the state of its assets in accordance with incorporation of the terms of this Agreement may be dissolved or have its entity status terminatedCompany; provided, however, provided that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction each of the conditions applicable to above, (x) the Property Substitution or Prepayment Release with respect Company shall notify the Administrative Agent not less than ten (10) Business Days prior to such Release Property event and (y) the surviving Person shall, if applicable, assume the obligations of the merged Person pursuant to any of the Loan Documents and shall execute such documents and agreements as may be reasonably required by the Administrative Agent in accordance with Section 2.19connection therewith.
Appears in 1 contract
Fundamental Changes. MergeThe Company shall not, nor shall it permit any Subsidiary to, directly or indirectly, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets or all of substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom:therefrom and the Company is in compliance, on a pro forma basis, with the provisions of Section 10.1(b) and Section 10.1(c):
(a) any Subsidiary Person may merge with into an Obligor in a transaction in which such Obligor is the surviving Person (i) the Company, provided that the Company shall must be the continuing or surviving Personsurvivor of any merger involving the Company), or subject to the requirements of Section 9.13, (ii) any one Person may merge with or more into a Subsidiary (other Subsidiariesthan an Obligor), provided that when (iii) any Obligor or any Subsidiary Guarantor is merging with may sell, lease, transfer or otherwise dispose of its assets to another Obligor or another Subsidiary, subject to the requirements of Section 9.13, (iv) any Subsidiary Guarantor shall be (other than an Obligor) may liquidate or dissolve if the continuing Company determines in good faith that such liquidation or surviving Persondissolution is in the best interests of the Company, 31 and (iv) an Obligor or any Subsidiary may sell, transfer or otherwise dispose of Equity Interests of a Subsidiary (other than an Obligor);
(b) subject to in connection with any acquisition permitted under Section 6.1410.7, any Subsidiary of the Company may merge into or consolidate with another any other Person in order or permit any other Person to consummate an Acquisition permitted by Section 7.12merge into or consolidate with it; provided that (i) if the Person surviving such merger shall be a Wholly-Owned Subsidiary of the Company is a party to any such merger or consolidation, and shall comply with the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereofrequirements of Section 9.13;
(c) any Subsidiary of the Company may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or to another Subsidiary of the Company; provided that if the transferor in such a transaction is an Unencumbered Property Subsidiary;, then the transferee must be an Unencumbered Property Subsidiary; and
(d) Dispositions permitted by Section 10.5(d) shall be permitted under this Section 10.4. Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to (i) merge, dissolve or liquidate or consolidate with or into any Subsidiary may Dispose other Person unless after giving effect thereto the Company is the sole surviving Person of all such transaction and no Change of Control results therefrom or (ii) engage in any transaction pursuant to which it is reorganized or reincorporated in any jurisdiction other than a State of the United States of America or the District of Columbia. No such conveyance, transfer or lease of substantially all of the assets of the Company shall have the effect of releasing the Company or any successor corporation or limited liability company that shall theretofore have become such in the manner prescribed in this Section 10.4 from its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h); and
(e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of liability under this Agreement may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19Notes.
Appears in 1 contract
Sources: Note Purchase and Guarantee Agreement (Getty Realty Corp /Md/)
Fundamental Changes. Merge, amalgamate, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Divisionother than as part of the transactions contemplated by this Agreement), except that, so long as no Default exists or would result therefrom:
(a) any Restricted Subsidiary (other than a Borrower) may merge or amalgamate with (i) the Company, provided that the Company shall be the continuing or surviving Person, or (ii) any one or more other Restricted Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving Person;
(b) subject to Section 6.14, any Restricted Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (iother than a Borrower) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or to another Restricted Subsidiary;
(d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h); and
(ec) so long as no Default exists or would result therefrom, the Company or any Subsidiary which has Disposed Borrower may merge, consolidate or amalgamate with any other Person; provided that (i) the Company or such Borrower, as the case may be, shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger, amalgamation or consolidation is not the Company or such Borrower (any such Person, the “Successor Company” or the “Successor Borrower,” as the case may be), (A) the Successor Company or the Successor Borrower, as the case may be, shall be an entity in the same corporate form organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, or, in the case of the Company or a Borrower organized outside the United States, under the laws of such non-United States jurisdiction (or in the case of the Company or a Borrower organized under the Laws of Luxembourg, the Laws of the Netherlands), (B) the Successor Company or the Successor Borrower, as the case may be, shall expressly assume all the obligations of the Company or substantially all of its assets in accordance with the terms of such Borrower under this Agreement and the other Loan Documents to which the Company or such Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Lender, (C) after giving effect to such transaction and the use of any proceeds therefrom, the Company would have the ability to incur (i) an additional $1.00 of Indebtedness under Section 7.03(r) or (ii) the Consolidated Fixed Charge Coverage Ratio at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period will be equal to or greater than it was immediately before such transaction; and (D) the Company shall have delivered to the Lender a certificate of a Company Financial Officer and an opinion of counsel, each stating that such merger, amalgamation or consolidation and such supplement to this Agreement comply with this Agreement; provided further that if the foregoing are satisfied, the Successor Company or the Successor Borrower, as the case may be, will succeed to, and be substituted for, the Company or such Borrower under this Agreement; provided further that neither Millennium Chemicals Inc. nor Millennium Holdings LLC nor any of their respective subsidiaries as of the Closing Date may be dissolved merged with or have its entity status terminated; provided, however, that, into the Company or any other Restricted Subsidiary (other than Dispositions Millennium Chemicals Inc., Millennium Holdings LLC or any of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19their respective subsidiaries).
Appears in 1 contract
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Event of Default exists or would result therefrom:
(a) any Subsidiary may merge with (i) the CompanyBorrower, provided that the Company Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving Person;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or dissolution or otherwise) to the Company Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor;
(c) in connection with any acquisition permitted under Section 7.03, any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be (other than with respect to directors’ qualifying shares of Foreign Subsidiaries held pursuant to a requirement of applicable Law) a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be a Loan Party; and
(d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of permitted under Section 7.05(h); and
7.05 (other than subsection (e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of thereof) is permitted under this Agreement may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.197.04.
Appears in 1 contract
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person or purchase or otherwise acquire all or substantially all of the assets of any Person (including, or any division thereof) whether in each case, pursuant to one transaction or a Division)series of transactions, except that, so long as no Default exists or would result therefrom:
(a) any Domestic Subsidiary may merge with (i) the CompanyBorrower, provided that the Company Borrower shall be the continuing or surviving Person, or (ii) any one or more other Domestic Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Domestic Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving Person;
(b) subject to Section 6.14, any non-Domestic Subsidiary may merge into with any one or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereofmore other non-Domestic Subsidiaries;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor;
(d) the Borrower and any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of make Investments permitted under Section 7.05(h)7.02 and Permitted Acquisitions; and
(e) any Subsidiary which has Disposed the Borrower may merge with and into a Domestic Subsidiary, provided that (i) the Borrower shall notify the Administrative Agent not less than thirty days prior to such event and (ii) the surviving entity shall, if applicable, assume the obligations of all or substantially all of its assets in accordance with the terms of merged entity pursuant to this Agreement or any of the other Loan Documents and shall execute such documents and agreements as may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in reasonably required by the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Pall Corp)
Fundamental Changes. MergeWith respect to any Loan Party, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary Guarantor may merge with (i) the CompanyBorrower, provided that the Company Borrower shall be the continuing or surviving Person, or (ii) any one or more of the other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving Person;Guarantors; Table of Contents
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or to another SubsidiarySubsidiary Guarantor;
(c) any Subsidiary Guarantor may merge with any third party; provided that (i) such merger is part of one or more transactions constituting an Investment permitted in accordance with the terms and conditions of this Agreement and (ii) immediately following such merger, the surviving entity remains or becomes, as applicable, a Subsidiary Guarantor; and
(d) any Subsidiary Guarantor may Dispose merge with any other Person if (i) such merger is for the sole purpose of all causing a change in the jurisdiction of organization of such Subsidiary Guarantor, (ii) the percentage share of the Borrower’s and CCPT IV’s ownership of the Equity Interests of such Subsidiary Guarantor, in the aggregate, is not changed, (iii) the Person merged with the applicable Subsidiary Guarantor does not have any material liabilities, obligations or substantially all of its assets to other Indebtedness or in favor any material Contractual Obligations of any Person in one transaction or in a series of transactions, provided that type and (iv) immediately following such Disposition or Dispositions satisfy the requirements of Section 7.05(h); and
(e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of businessmerger, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to surviving entity remains or becomes, as applicable, a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19Subsidiary Guarantor.
Appears in 1 contract
Sources: Credit Agreement (Cole Credit Property Trust Iv, Inc.)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary may merge with (i) the CompanyBorrower, provided that the Company Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving Person;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor;
(c) any Immaterial Subsidiary may merge with any other Immaterial Subsidiary and any Foreign Subsidiary may merge with any other Foreign Subsidiary;
(d) any Subsidiary may Dispose be merged, consolidated with or otherwise disposed of all or substantially all of its assets pursuant to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of permitted by Section 7.05(h); and7.05;
(e) any Immaterial Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement may be dissolved or have its entity status terminatedliquidated; provided, however, that, other than Dispositions and
(f) any Subsidiary may merge or consolidate with any Person pursuant to a Permitted Acquisition; provided that (i) the Person surviving such merger shall be a Wholly-Owned Subsidiary of obsolete or worn out fixtures the Borrower and (which may be considered to be part of a Mortgaged Propertyii) in the ordinary course case of businessany such merger or consolidation involving a Guarantor, the Loan Parties Person surviving such merger or consolidation shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to be a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19Guarantor.
Appears in 1 contract
Sources: Credit Agreement (Neustar Inc)
Fundamental Changes. MergeNeither the Borrower nor any of the Restricted Subsidiaries shall merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge merge, amalgamate or consolidate with (i) the CompanyBorrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided that the Company Borrower shall be the continuing or surviving PersonPerson and such merger does not result in the Borrower ceasing to be a corporation, partnership or limited liability company organized under the Laws of the United States, any state thereof or the District of Columbia or (ii) any one or more other Restricted Subsidiaries, ; provided that when any Subsidiary Guarantor Person that is a Loan Party is merging with another a Restricted Subsidiary, the Subsidiary Guarantor a Loan Party shall be the continuing or surviving Person;
(bi) subject to Section 6.14, any Subsidiary that is not a Loan Party may merge into merge, amalgamate or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided or into any other Subsidiary that (i) if the Company is not a party to any such merger or consolidation, the Company is the survivor thereof, Loan Party and (ii) except as described any Subsidiary may liquidate or dissolve or the Borrower or any Subsidiary may change its legal form (x) if the Borrower determines in clause good faith that such action is in the best interest of the Borrower and its Subsidiaries and if not materially disadvantageous to the Lenders and (iy) above, if a to the extent such Restricted Subsidiary Guarantor is a party to Loan Party, any assets or business not otherwise disposed of or transferred in accordance with Sections 7.02 (other than 7.02(e)) or 7.05 or, in the case of any such merger business, discontinued, shall be transferred to otherwise owned or consolidationconducted by another Loan Party after giving effect to such liquidation or dissolution (it being understood that in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is the survivor thereofotherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or to another Restricted Subsidiary;; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must be a Guarantor or the Borrower or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary that is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively; and
(d) so long as no Event of Default exists under Sections 8.01(a), (f) or (j) or would result therefrom, the Borrower may merge or consolidate with any Subsidiary may Dispose other Person; provided that (i) the Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Borrower (any such Person, the “Successor Company”), (A) the Successor Company shall be an entity organized or existing under the Laws of the United States, any state thereof or the District of Columbia, (B) the Successor Company shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or substantially all thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its Guaranty shall apply to the Successor Company’s obligations under the Loan Documents, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement and other applicable Collateral Documents confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, (E) if requested by the Administrative Agent, each mortgagor of its assets a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or in favor restatement of any Person in one transaction the applicable Mortgage (or in a series other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, and (F) the Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of transactionscounsel, provided each stating that such Disposition merger or Dispositions satisfy consolidation and such supplement to this Agreement or any Collateral Document preserves the requirements enforceability of Section 7.05(h)this Agreement, the Guarantee and the Collateral Documents and the perfection of the Liens under the Collateral Documents; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the Borrower under this Agreement; and
(e) any Restricted Subsidiary may merge or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that the continuing or surviving Person shall be a Restricted Subsidiary or the Borrower, which has Disposed of all or substantially all together with each of its assets in accordance Restricted Subsidiaries, shall have complied with the terms requirements of this Agreement may be dissolved Section 6.11 to the extent required pursuant to the Collateral and Guarantee Requirement; and
(f) a merger, dissolution, liquidation, consolidation or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of businessDisposition, the Loan Parties shall not make any Disposition in respect purpose of any Collateral except for any which is to (i) effect a Disposition permitted hereunder with respect pursuant to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution Section 7.05 or Prepayment Release with respect to such Release Property in accordance with (ii) effect an Investment permitted by Section 2.197.02.
Appears in 1 contract
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division), except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary may merge with (i) the Company, provided that the Company shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving Person;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or to another Subsidiary; provided that if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be the Company or a Subsidiary Guarantor;
(d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h)) and in the case of a Disposition of a dealership Subsidiary, Section 7.19; and
(e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement (i) may be dissolved or have its entity status terminated; providedterminated or (ii) so long as such Subsidiary does not qualify as a Restricted Subsidiary after giving effect to such Disposition, howeverat the request of the Company, be released by the Administrative Agent and the Revolving Administrative Agent from its obligations under the Subsidiary Guaranty and the other Loan Documents, provided that, other than Dispositions of obsolete if at any time thereafter the Company requests that such Subsidiary be designated as a New Vehicle Borrower or worn out fixtures (which may be considered Used Vehicle Borrower, the Company shall cause to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject delivered to the satisfaction of the conditions applicable Administrative Agent all documents required to the Property Substitution or Prepayment Release be delivered by Section 6.14 with respect to such Release Property Subsidiary in accordance with Section 2.19the timeframes set forth therein.
Appears in 1 contract
Sources: Syndicated New and Used Vehicle Floorplan Credit Agreement (Sonic Automotive Inc)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (includingPerson, in each case, pursuant or permit any Subsidiary Guarantor to a Division), except that, so long as no Default exists or would result therefrom:
do any of the foregoing provided that (a) any Subsidiary Guarantor may merge with (i) the Company, provided that the Company shall be the continuing or surviving Personconsolidate with, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving Person;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose dispose of all or substantially all of its assets (upon voluntary liquidation to or otherwise) to in favor of the Company or to another Subsidiary;
any other Subsidiary Guarantor; (db) any Subsidiary Guarantor with assets having a book value of less than $1,000,000 may liquidate, dissolve or merge or consolidate with the Company or any other Subsidiary Guarantor of the Company, so long as, in the cases of clauses (a) and (b) above, if the Company is party to any such transaction, it shall be the surviving or continuing Person after the consummation thereof; and (c) the Company may merge or consolidate with, or Dispose of all or substantially all of its assets to or in favor of any Person in one transaction so long as (i) either (A) the Company is the surviving or in a series of transactionscontinuing Person after such merger or consolidation or (B) the surviving or continuing Person after such merger or consolidation, provided that or the Person to which such Disposition is made, as the case may be, is incorporated or Dispositions satisfy organized under the requirements laws of Section 7.05(h); and
any State of the United States and such corporation expressly assumes all obligations of Company under this Agreement and the other Note Documents pursuant to written agreements reasonably satisfactory to the Administrative Agent, (eii) any Subsidiary which after giving effect to such transaction, the Company or such other corporation, as the case may be, has Disposed a Consolidated Net Worth at least equal to the Consolidated Net Worth of all the Company prior to giving effect to such transaction, (iii) no Default or substantially all Event of its assets Default has occurred and is continuing either prior to or after giving effect to such transaction and (iv) prior to and after giving effect to such transaction, the Company is in accordance compliance with the terms of this Agreement may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of financial covenants set forth under Section 6.14 hereto on a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19pro forma basis.
Appears in 1 contract
Sources: Revolving Credit Facility (NewStar Financial, Inc.)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary may merge with (i) the Company, Borrower; provided that the Company Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the such a Subsidiary Guarantor shall be the continuing or surviving Person;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that Loan Party (iother than the Borrower) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or to a Subsidiary Guarantor;
(c) any Subsidiary that is not a Loan Party may dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another SubsidiarySubsidiary that is not a Loan Party or (ii) to a Loan Party (other than Parent Company);
(d) in connection with any Permitted Acquisition, any Subsidiary of the Borrower may Dispose merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of all or substantially all of its assets to or the Borrower and (ii) in favor the case of any such merger to which any Subsidiary Guarantor is a party, such Subsidiary Guarantor is the surviving Person in one transaction or in the surviving Person becomes a series Subsidiary Guarantor concurrently with the effectiveness of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h)merger; and
(e) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any Subsidiary which has Disposed of all or substantially all of its assets in accordance Subsidiaries may merge into or consolidate with the terms of this Agreement may be dissolved any other Person or have its entity status terminatedpermit any other Person to merge into or consolidate with it; provided, however, thatthat in each case, other than Dispositions of obsolete or worn out fixtures immediately after giving effect thereto (which may be considered to be part of a Mortgaged Propertyi) in the ordinary course case of businessany such merger to which the Borrower is a party, the Loan Parties shall not make any Disposition Borrower is the surviving Person and (ii) in respect the case of any Collateral except for such merger to which any Disposition permitted hereunder with respect Subsidiary Guarantor is a party, such Subsidiary Guarantor is the surviving Person.; and
(f) on or within one Business Day after the Merger Effective Date (or such later date agreed to a Release Propertyby the Administrative Agent), subject each of Myx and MFEH may dissolve so long as the assets, if any, of each such Person are transferred to the satisfaction of the conditions applicable to the Property Substitution Borrower or Prepayment Release with respect to such Release Property in accordance with Section 2.19Myx Fitness concurrently therewith.
Appears in 1 contract
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary may merge with (i) the CompanyBorrower, provided that the Company Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Wholly-Owned Subsidiary or Guarantor is merging with another Subsidiary, the such Wholly-Owned Subsidiary or Guarantor shall be the continuing or surviving Person;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a Wholly-Owned Subsidiary or a Guarantor, then the transferee must either be the Borrower or a Wholly-Owned Subsidiary or a Guarantor;
(c) the Borrower may merge with another Person, provided that (i) such Person is organized under the laws of the United States of America or one of its states, (ii) the Borrower is the corporation surviving such merger, (iii) both immediately before and after giving effect to such merger, no Material Adverse Effect or Default shall have occurred or result therefrom and (iv) 60 days before such merger, the Borrower shall provide the Administrative Agent evidence of pro forma compliance with all of the terms and conditions of this Agreement; and
(d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of permitted by Section 7.05(h); and
(e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.197.05.
Appears in 1 contract
Sources: Credit Agreement (Media General Inc)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division), except that, so long as no Default exists or would result therefrom:
: (a) any Subsidiary may merge with (i) the Company, ; provided that the Company shall be the continuing or surviving Person, or (ii) any one or more Domestic Subsidiaries or (iii) any joint venture, partnership or other SubsidiariesPerson, provided so long as such joint venture, partnership and other Person will, as a result of making such merger and all other contemporaneous related transactions, become a Domestic Subsidiary, provided, further, (in the case of clauses (ii) and (iii)) that when any Subsidiary Guarantor is merging with another SubsidiarySubsidiary or any other Person, either (A) the Subsidiary Guarantor shall be the continuing or surviving Person;
Person or (bB) subject the continuing or surviving Person (prior to Section 6.14, any or simultaneously with such merger) shall deliver to the Administrative Agent (1) a Subsidiary may merge into or consolidate with another Person in order Guaranty and (2) all other documents required of Significant Subsidiaries pursuant to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(cb) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or to another a Subsidiary;
; provided that (di) if the transferor in such a transaction is a wholly-owned Subsidiary, then the transferee must either be the Company or a wholly-owned Subsidiary and (ii) if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be the Company or a Subsidiary Guarantor; (c) any Foreign Subsidiary may Dispose of all or substantially all of its merge into and may transfer assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h)another Foreign Subsidiary; and
(e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19.91
Appears in 1 contract
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Event of Default exists or would result therefrom:
(a) any Subsidiary may merge with (i) the CompanyBorrower, provided that the Company Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving Person or (iii) any Person in order to effect any Investment permitted pursuant to Section 7.02, provided that a Subsidiary shall be the continuing or surviving Person (and if a Subsidiary Guarantor is party to such transaction, a Subsidiary Guarantor shall be the surviving Person);
(b) subject to Section 6.14, any Subsidiary the Borrower may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such corporation or entity which merger or consolidation, consolidation merely effects the Company is form or domicile of the survivor thereof, Borrower without changing the respective holdings of capital stock in the Borrower (or in the surviving entity) by stockholders and (ii) except as described pursuant to which all obligations of the Borrower in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is respect of this Agreement are and remain obligations of the survivor thereof;surviving entity; and
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution or otherwise) to the Company Borrower or to another Subsidiary;
(d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, ; provided that if the transferor in such Disposition a transaction is a Subsidiary Guarantor, then the transferee must either be the Borrower or Dispositions satisfy the requirements of Section 7.05(h); and
(e) any a Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19Guarantor.
Appears in 1 contract
Fundamental Changes. MergeEnter into any merger, dissolveconsolidation or amalgamation, or liquidate, consolidate with wind up or into another Persondissolve itself (or suffer any liquidation or dissolution), or Dispose of (whether in one transaction or in a series of transactions) of, all or substantially all of its assets (whether now owned property or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)business, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary Person may merge, amalgamate or consolidate with or into a Borrower; provided that such Borrower shall be the continuing or surviving Person (and the Borrowers may merge with (i) the Company, or into each other; provided that the Company shall be the continuing or surviving Person);
(b) any Person (other than a Borrower) may be merged, amalgamated or consolidated with or into one or more Subsidiaries of the Company; provided that (i) in the case of any merger, amalgamation or consolidation involving one or more Subsidiaries, (A) a Subsidiary shall be the continuing or surviving Person or (B) the Borrowers shall cause the Person formed by or surviving any such merger, amalgamation or consolidation (if other than a Subsidiary) to become a Subsidiary and (ii) in the case of any merger, amalgamation or consolidation involving one or more other SubsidiariesGuarantors, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary such transaction shall otherwise be permitted under Section 8.7 and a Guarantor shall be the continuing or surviving PersonPerson or the Person formed by or surviving any such merger, amalgamation or consolidation and if the surviving Person is not already a Guarantor, such Person shall execute a supplement to the Guarantee and Collateral Agreement and the other relevant Security Documents in form and substance reasonably satisfactory to the Administrative Agent, as directed in writing by the Required Lenders (which may be via email), in order to become a Guarantor and pledgor, mortgagor and grantor, as applicable, thereunder for the benefit of the Secured Parties;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary that is not a Loan Party may Dispose of all any or substantially all of its assets (upon voluntary liquidation or dissolution or otherwise) to the Company a Borrower or any other Subsidiary or (ii) any Loan Party (other than a Borrower) may Dispose of any or all of its assets (upon voluntary liquidation or dissolution or otherwise) to another Subsidiaryany other Loan Party;
(d) any Subsidiary (other than Veradigm) may Dispose of all any or substantially all of its assets (upon voluntary liquidation or dissolution or otherwise) to or in favor of a Loan Party; provided that the consideration for any such disposition by any Person in one transaction or in other than a series Guarantor shall not exceed the fair value of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h)assets; and
(e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement may be dissolved or have its entity status terminated; provided, however, that, (other than Dispositions of obsolete Veradigm) may liquidate or worn out fixtures (which may be considered to be part of a Mortgaged Property) dissolve if the Borrowers determine in good faith that such liquidation or dissolution is in the ordinary course best interests of businessthe Borrowers and is not materially disadvantageous to the interests of the Lenders and after giving effect to such transaction, each of the security interest of the Collateral Agent in the Collateral and the value of the guarantees, taken as a whole, is not materially impaired in the reasonable discretion of the Required Lenders; and
(f) any Subsidiary (other than Veradigm) may consummate a merger, dissolution, liquidation, consolidation, investment or conveyance, sale, lease, assignment or disposition, the Loan Parties shall not make any Disposition in respect purpose of any Collateral except for any which is to effect a Disposition permitted hereunder with respect by Section 8.5 (other than Section 8.5(c)) or an Investment permitted pursuant to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.198.7.
Appears in 1 contract
Sources: Credit Agreement (Veradigm Inc.)
Fundamental Changes. Merge, dissolve, liquidate, Merge or consolidate with or into another Personany Person or liquidate, wind-up or dissolve itself, or Dispose of (whether in one transaction permit or in a series of transactions) suffer any liquidation or dissolution or sell all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (includingassets, in each caseexcept, pursuant to a Division), except that, that so long as no Default or Event of Default exists or would result therefrom:
(a) any Solvent Subsidiary of TTI may merge with (i) the Company, TTI provided that the Company TTI shall be the continuing or surviving Personcorporation, or (ii) with any one or more other SubsidiariesSolvent Subsidiaries of TTI (provided that if either party to such merger is a Guarantor, the surviving entity shall be a Guarantor), and (iii) with any joint ventures, partnerships and other Persons, so long as such joint ventures, partnerships and other Persons will, as a result of making such merger and all other contemporaneous related transactions, become a wholly owned Subsidiary of TTI; provided that when any wholly-owned Material Subsidiary Guarantor of TTI is merging with into another SubsidiarySubsidiary of TTI, the wholly-owned Material Subsidiary Guarantor of TTI shall be the continuing or surviving Person;
(b) subject to Section 6.14, any Subsidiary of TTI may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of sell all or substantially all of its assets (upon voluntary liquidation or otherwise) ), to the Company TTI or to another Subsidiary;
(d) any of its Solvent Subsidiaries that is a Guarantor; provided that when any wholly-owned Subsidiary may Dispose of TTI is selling all or substantially all of its assets to another Subsidiary of TTI, the Subsidiary acquiring such assets shall be a wholly-owned Subsidiary of TTI;
(c) on and prior to the TTI Closing Date, ALT and its Subsidiaries (other than any member of the TTI Group) may merge or consolidate with other Persons to the extent permitted under Section 5.6 of the Existing ALT Credit Agreement, as in favor of any Person in one transaction or in a series of transactionseffect on the date hereof;
(d) Dispositions permitted under Sections 7.04(a), provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h(c) and (d); and
(e) any Subsidiary which has Disposed [Teledyne to describe specific elements of all or substantially all of its assets in accordance with the terms of this Agreement may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered Spinoff that need to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19permitted].
Appears in 1 contract
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge with (i) the CompanyBorrower, provided that the Company Borrower shall be the continuing or surviving Person, or (ii) any one or more other Restricted Subsidiaries, provided that when any Wholly Owned Subsidiary Guarantor is merging with another Restricted Subsidiary, the Wholly Owned Subsidiary Guarantor shall be the continuing or surviving Person;; and
(b) subject to Section 6.14, any Restricted Subsidiary may merge into liquidate or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) dissolve or change its legal form if the Company Borrower determines in good faith that such action is a party in the best interests of the Borrower and its Restricted Subsidiaries and is not materially disadvantageous to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereofLenders;
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or to another Restricted Subsidiary;; provided that if the transferor in such a transaction is a Wholly Owned Subsidiary, then the transferee must either be the Borrower or a Wholly Owned Subsidiary; provided, further that if the transferor in any such a transaction is a Guarantor, then the transferee must either be the Borrower or Guarantor.
(d) so long as no Default exists or would result therefrom, any Restricted Subsidiary may Dispose of all merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that the continuing or substantially all surviving Person shall be a Subsidiary, which together with each of its assets to or in favor of any Person in one transaction or in a series of transactionsSubsidiaries, provided that such Disposition or Dispositions satisfy shall have complied with the requirements of Section 7.05(h); and6.12.
(e) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any Subsidiary which has Disposed of all or substantially all of its assets in accordance Restricted Subsidiaries may merge into or consolidate with the terms of this Agreement may be dissolved any other Person or have its entity status terminatedpermit any other Person to merge into or consolidate with it; provided, however, thatthat in each case, other than Dispositions of obsolete or worn out fixtures immediately after giving effect thereto (which may be considered to be part of a Mortgaged Propertyi) in the ordinary course case of businessany such merger to which the Borrower is a party, the Loan Parties shall not make any Disposition Borrower is the surviving entity and (ii) in respect the Table of Contents case of any Collateral except for such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving entity.
(f) so long as no Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose and effect of which is to consummate a Disposition permitted hereunder with respect pursuant to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.197.06.
Appears in 1 contract
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary may merge with (i) the CompanyBorrower, provided that the Company Borrower shall be the continuing or surviving Person, or (ii) any one or more Domestic Subsidiaries or (iii) any joint venture, partnership or other SubsidiariesPerson, so long as such joint venture, partnership and other Person will, as a result of making such merger and all other contemporaneous related transactions, become a Domestic Subsidiary, provided (in the case of clauses (ii) and (iii)) that (y) (subject to clause (z) below) when any wholly-owned Subsidiary is merging with another Subsidiary or any Person (other than the Borrower), the wholly-owned Subsidiary shall be the continuing or surviving Person, and (z) when any Guarantor is merging with another SubsidiarySubsidiary or any Person, the Subsidiary Guarantor shall be the continuing or surviving Person;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or to a Domestic Subsidiary; provided that (i) if the transferor in such a transaction is a wholly-owned Subsidiary, then the transferee must either be the Borrower or a wholly-owned Subsidiary and (ii) if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor;
(c) any Foreign Subsidiary may merge into and may transfer assets to another Foreign Subsidiary;
(d) any Subsidiary the Permitted Liquidation Subsidiaries may Dispose of all or substantially all of its assets liquidate in connection with transactions permitted by that certain consent letter dated August 9, 2002 from the Borrower to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h)Agent and consented to by the Required Lenders; and
(e) any Subsidiary which has Disposed of the Borrower may liquidate or dissolve one or more Subsidiaries, or sell all or substantially all of its the assets in accordance with of one or more Subsidiaries, during a fiscal year so long as the terms aggregate book value of this Agreement may be the Subsidiaries liquidated or dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in assets sold during such fiscal year does not exceed the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19Threshold Amount.
Appears in 1 contract
Sources: Credit Agreement (Tech Data Corp)
Fundamental Changes. MergeNot to merge, dissolve, liquidate, liquidate or consolidate with or into into, another Personperson, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)person, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary person (other than such Borrower) may merge with (i) the Companysuch Borrower, provided that the Company such Borrower shall be the continuing or surviving Personperson, or (ii) any one or more other Subsidiariessubsidiaries of such Borrower, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor a wholly-owned subsidiary of such Borrower shall be the continuing or surviving Personperson;
(b) subject to Section 6.14, any Subsidiary such Borrower may merge into with any wholly owned subsidiary of such Borrower or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger other Borrower or consolidation, the Company is the survivor thereofany wholly-owned subsidiary of any other Borrower, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any other Borrower and any subsidiary of any other Borrower may merge with such merger Borrower or consolidation, a Subsidiary Guarantor is the survivor thereofany of its wholly owned subsidiaries;
(c) any Subsidiary subsidiary of such Borrower may Dispose dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) ), to such Borrower, any other Borrower, another subsidiary of such Borrower or any subsidiary of any other Borrower; provided that if the Company transferor in such a transaction is a wholly-owned subsidiary of such Borrower, then the transferee must also be a wholly-owned subsidiary of such Borrower or to another Subsidiary;any other Borrower; and
(d) any Subsidiary subsidiary of such Borrower may Dispose of all merge into or substantially all of its assets to consolidate with another person, or may dissolve or liquidate, if such Borrower determines in favor of any Person in one transaction or in a series of transactions, provided good faith that such Disposition merger, consolidation, dissolution or Dispositions satisfy the requirements of Section 7.05(h); and
(e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) liquidation is in the ordinary course best interests of business, the Loan Parties shall such Borrower and would not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect reasonably be expected to have a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19Material Adverse Effect.
Appears in 1 contract
Fundamental Changes. MergeNo Loan Party shall (a) other than Permitted Acquisitions, dissolvemerge, liquidate, combine or consolidate with or into another any Person, or Dispose of (liquidate, wind up its affairs or dissolve itself, in each case whether in one a single transaction or in a series of related transactions; except, that, with respect to this Section 10.2.10(a), (i) all or substantially all of its assets (whether now any wholly-owned or hereafter acquired) to or in favor Subsidiary of any Person Loan Party (includingother than any Borrower or Guarantor) may merge with and into or consolidate with any other wholly-owned Subsidiary of any Loan Party (provided that any Borrower or Guarantor may merge with and into or consolidate with any other wholly-owned Subsidiary of any Loan Party in the event that such Borrower or such Guarantor shall be the surviving entity), and (ii) any Borrower may merge with and into or consolidate with any other Borrower and any Guarantor may merge with and into or consolidate with any other Guarantor; provided, that, in each case, pursuant each of the following conditions is satisfied: (A) Agent shall have received not less than ten (10) Business Days’ prior written notice of the intention of such entities to a Division)so merge or consolidate, except thatwhich notice shall set forth in reasonable detail satisfactory to Agent, so long as no Default exists the Persons that are merging or would result therefrom:
(a) any Subsidiary may merge with (i) the Companyconsolidating, provided that the Company shall which Person will be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiaryentity, the Subsidiary Guarantor shall be principal locations of the continuing assets of the persons that are merging or surviving Person;
(b) subject consolidating, and the material agreements and documents relating to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, (B) Agent shall have received such other information with respect to such merger or consolidation as Agent may reasonably request, (C) as of the Company effective date of the merger or consolidation and after giving effect thereto, no Event of Default shall exist, (D) Agent shall have received, true, correct and complete copies of all material agreements, documents and instruments relating to such merger or consolidation, including, but not limited to, the certificate or certificates of merger to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), and (E) the surviving corporation shall expressly confirm, ratify and assume the Obligations and the Loan Documents to which it is a party in writing, in form and substance satisfactory to Agent, and Borrowers and Guarantors shall execute and deliver such other agreements, documents and instruments as Agent may reasonably request in connection therewith; or (b) change its tax, charter or other organizational identification number; or (c) change its name or conduct business under any fictitious name; or (d) change its form or state of organization; except, that, with respect to any change under Section 10.2.10(b), (c) and (d) above, any Loan Party may make such change so long as (i) Agent shall have received, at least ten (10) days prior to the survivor filing thereof, written notice, and (ii) except as described in clause (i) abovepromptly after the filing thereof, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose Agent shall have received certified copies of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or to another Subsidiary;
(d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h); and
(e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance documentation filed with the terms of this Agreement may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to appropriate Governmental Authority evidencing such Release Property in accordance with Section 2.19change.
Appears in 1 contract
Sources: Loan and Security Agreement (Hudson Highland Group Inc)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Borrower may merge with any other Borrower or may Dispose of all or substantially all of its assets to any other Borrower;
(b) any Subsidiary may merge with (i) the Companya Borrower, provided that the Company such Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving Person;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor;
(d) any Subsidiary of the Borrowers (other than the Principal Borrower and Highwoods Realty Limited Partnership) or Guarantors may Dispose of all be merged into or substantially all of its assets to consolidated with any other Borrower or in favor of any Person in one transaction Guarantor so long as the surviving entity is a Borrower or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h)Guarantor; and
(e) any Subsidiary which has Disposed of all or substantially all of its the assets in accordance with or all of the terms Equity Interests of this Agreement a Subsidiary may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions Disposed of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable extent such Disposition is permitted pursuant to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.197.03.
Appears in 1 contract
Sources: Term Loan Agreement (Highwoods Realty LTD Partnership)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary of the Borrower may merge with (i) the Company, provided Borrower (PROVIDED that the Company Borrower shall be the continuing or surviving Person), or (ii) any one or more other Subsidiaries, provided Subsidiaries of the Borrower (PROVIDED that when any Subsidiary Guarantor is merging with 84 another SubsidiarySubsidiary of the Borrower, the Subsidiary Guarantor shall be the continuing or surviving PersonPerson unless such other Subsidiary becomes a Subsidiary Guarantor);
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if of the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or to another SubsidiarySubsidiary of the Borrower; PROVIDED that if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be the Borrower or a Subsidiary Guarantor which has satisfied all relevant requirements of SECTION 7.15;
(c) mergers or consolidations of Subsidiaries of the Borrower in connection with Permitted Acquisitions; and
(d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h); and
(e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction Subsidiaries of the conditions applicable Borrower may engage in transactions permitted pursuant to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.198.05.
Appears in 1 contract
Fundamental Changes. Merge(a) The Lessee will not, dissolveand will not permit any Subsidiary to, liquidate, merge or consolidate with or into another any other Person, or Dispose permit any other Person to merge or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all its assets, or all or substantially all the stock of its assets any Subsidiary (in each case, whether now owned or hereafter acquired) to ), or in favor of any Person (including, in each case, pursuant to a Division)liquidate or dissolve, except that, so long as if at the time thereof and immediately after giving effect thereto no Lease Default exists or would result therefromLease Event of Default shall have occurred and be continuing:
(ai) any Subsidiary may merge with (i) into the CompanyLessee or any other Subsidiary; provided, provided that in the Company case of any merger of one Subsidiary into another, if either of such Subsidiaries shall be a Guarantor, the continuing surviving or surviving Person, or resulting Subsidiary must at all times after such merger be a Guarantor;
(ii) any Subsidiary may sell, lease or otherwise transfer all or substantially all its assets to the Lessee or to another Subsidiary; provided, that in the case of any such transfer by one Subsidiary to another, if the transferor Subsidiary shall be a Guarantor, the transferee Subsidiary must at all times after such transfer be a Guarantor;
(iii) any Person other than a Subsidiary may merge with the Lessee or more other Subsidiariesa Subsidiary; provided, provided that when (subject in all respects to Section 8.3B.4(b)) (A) in the case of a merger to which the Lessee is a party, the Lessee must be the surviving or resulting corporation, (B) in the case of a merger to which a Subsidiary is a party, (I) the surviving or resulting Person must be a Subsidiary (and, if any such constituent Subsidiary shall have been a Guarantor, a Guarantor) or (II)(a) the aggregate amount of the assets of all Subsidiaries previously having merged during the last four (4) reported fiscal quarters of Lessee for which financial statements have been delivered pursuant to Section 8.3A.1 pursuant to this subsection (II), plus the amount of the assets of the Subsidiary then contemplated to merge during said time period pursuant to this subsection (II), plus the aggregate amount of the assets of all Subsidiaries previously sold, leased or otherwise transferred during said time period pursuant to the following subsection (v) shall not exceed five percent (5%) of the Lessee’s consolidated assets as of the end of said time period, (b) the aggregate amount of the revenues of all Subsidiaries previously having merged during the last four (4) reported fiscal quarters of Lessee for which financial statements have been delivered pursuant to Section 8.3A.1 pursuant to this subsection (II), plus the amount of the revenues of the Subsidiary then contemplated to merge during said time period pursuant to this subsection (II), plus the aggregate amount of the revenues of all Subsidiaries previously having sold, leased or otherwise transferred assets during said time period pursuant to the following subsection (v) shall not exceed five percent (5%) of the Lessee’s consolidated revenues as of the end of said time period, and (c) the Lessee shall provide no less than thirty (30) days notice of any such merger pursuant to this subsection (II) to the Agent and (C) in the case of any merger referred to in this subsection (iii), the Lessee shall be in compliance on a pro forma basis with the covenants set forth in Sections 8.3B.8 and 8.3B.9 as of the end of and for said time period, giving effect to such merger and any related incurrence or repayment of Indebtedness as if it had occurred at the beginning of such period;
(iv) any Subsidiary Guarantor may liquidate or dissolve if the Lessee determines in good faith that such liquidation or dissolution is merging with another Subsidiaryin the best interests of the Lessee and is not materially disadvantageous to the Lessor or the Lenders; and
(v) (subject in all respects to Section 8.3B.4(c)) any Subsidiary may sell, lease or otherwise transfer certain of its assets to any Person other than the Lessee or a Subsidiary if and to the extent (A) the aggregate amount of the assets of all Subsidiaries previously having been sold, leased or otherwise transferred during the last four (4) reported fiscal quarters of Lessee for which financial statements have been delivered pursuant to Section 8.3A.1 pursuant to this subsection (v), plus the amount of the assets of the Subsidiary then contemplated to be sold, leased or otherwise transferred during said time period pursuant to this subsection (v), plus the aggregate amount of the assets of all Subsidiaries previously merged into a Person other than the Lessee or a Subsidiary during said time period pursuant to the foregoing subsection (iii)(B)(II) shall not exceed five percent (5%) of the Lessee’s consolidated assets as of the end said time period, (B) the aggregate amount of the revenues of all Subsidiaries previously having sold, leased or otherwise transferred assets during the last four (4) reported fiscal quarters of Lessee for which financial statements have been delivered pursuant to Section 8.3A.1 pursuant to this subsection (v), plus the amount of the revenues of the Subsidiary then contemplated to sell, lease or otherwise transfer assets during said time period pursuant to this subsection (v), plus the aggregate amount of the revenues of all Subsidiaries previously merged into a Person other than the Lessee or a Subsidiary during said time period pursuant to the foregoing subsection (iii)(B)(II) shall not exceed five percent (5%) of the Lessee’s consolidated revenues as of the end of said time period, and (C) the Lessee shall provide no less than thirty (30) days notice of any such sale, lease or other transfer pursuant to this subsection (v) to the Agent. Notwithstanding any provision of this Section 8.3B.4, the Subsidiary Guarantor Lessee and the Subsidiaries may complete the HRM Sale, and said transaction shall not be included in any manner whatsoever in any of the continuing transactions otherwise permitted, computed or surviving Person;set forth under subsection (i), (ii), (iii), (iv) or (v) hereof.
(b) subject Notwithstanding any provision in this Section 8.3B.4 to Section 6.14the contrary, any no Subsidiary may merge into or consolidate with another any Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause Section 8.3B.4(a)(iii)(B)(II) if and to the extent (ix) abovethe aggregate amount of the assets of all Subsidiaries previously having merged pursuant to Section 8.3B.4(a)(iii)(B)(II), plus the amount of the assets of the Subsidiary then contemplated to merge pursuant to Section 8.3B.4(a)(iii)(B)(II), plus the aggregate amount of the assets of all Subsidiaries previously sold, leased or otherwise transferred pursuant to Section 8.3B.4(a)(v) would exceed ten percent (10%) of the Lessee’s consolidated assets as of the end of the most recent period of four fiscal quarters for which financial statements shall have been delivered pursuant to Section 8.3A.1 or if a (y) the aggregate amount of the revenue of all Subsidiaries previously having merged pursuant to Section 8.3B.4(a)(iii)(B)(II), plus the amount of the revenues of the Subsidiary Guarantor is a party then contemplated to any such merger merge pursuant to Section 8.3B.4(a)(iii)(B)(II), plus the aggregate amount of the revenues of all Subsidiaries previously having sold, leased or consolidation, a Subsidiary Guarantor is otherwise transferred assets pursuant to Section 8.3B.4(a)(v) would exceed ten percent (10%) of the survivor thereof;Lessee’s consolidated revenues as of the end of the most recent period of four fiscal quarters for which financial statements shall have been delivered pursuant to Section 8.3A.1.
(c) Notwithstanding any provision in this Section 8.3B.4 to the contrary, no Subsidiary may Dispose of all sell, lease or substantially all otherwise transfer certain of its assets (upon voluntary liquidation or otherwiseas described in Section 8.3B.4(a)(v) if and to the Company extent (x) the aggregate amount of the assets of all Subsidiaries previously having been sold, leased or otherwise transferred pursuant to another Subsidiary;Section 8.3B.4(a)(v), plus the amount of the assets of the Subsidiary then contemplated to be sold, leased or otherwise transferred as described in Section 8.3B.4(a)(v), plus the aggregate amount of the assets of all Subsidiaries previously merged pursuant to Section 8.3B.4(a)(iii)(B)(II) would exceed ten percent (10%) of the Lessee’s consolidated assets as of the end of the most recent period of four fiscal quarters for which financial statements shall have been delivered pursuant to Section 8.3A.1 or if (y) the aggregate amount of the revenues of all Subsidiaries previously having sold, leased or otherwise transferred assets pursuant to Section 8.3B.4(a)(v), plus the amount of the revenues of the Subsidiary then contemplated to sell, lease or otherwise transfer assets pursuant to Section 8.3B.4(a)(v), plus the aggregate amount of the revenues of all Subsidiaries previously merged pursuant to Section 8.3B.4(a)(iii)(B)(II) would exceed ten percent (10%) of the Lessee’s consolidated revenues as of the end of the most recent period of four fiscal quarters for which financial statements shall have been delivered pursuant to Section 8.3A.1.
(d) The Lessee will not, and will not permit any Subsidiary may Dispose to, engage to any material extent in any business other than businesses of all or substantially all the type conducted by the Lessee and the Subsidiaries on the date of its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h); and
(e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms execution of this Agreement may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19and businesses reasonably related thereto.
Appears in 1 contract
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Personinto, or convey, transfer, lease or otherwise Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default or Event of Default exists or would result therefrom:
(a) any Subsidiary may merge with or transfer all or substantially all its assets (iupon voluntary liquidation or otherwise) to the CompanyBorrower or any Guarantor (other than Telesystem), provided that that, if a merger, the Company applicable Guarantor or Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, and provided further that when any Guarantor that is a wholly-owned Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary such Guarantor shall be the continuing or surviving Person;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is other than a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to any one or more Subsidiaries (other than Telesystem), provided that if the Company or to another seller in a sale of assets transaction is a wholly-owned Subsidiary;, then the purchaser must also be a wholly-owned Subsidiary; and
(dc) a merger or consolidation necessary to consummate an Acquisition permitted by and in compliance with Section 7.13 and any Subsidiary may Dispose Disposition of all or substantially all of its the assets to or in favor of any Person in one transaction or in a series of transactions, provided Subsidiary that such Disposition or Dispositions satisfy the requirements of is permitted by Section 7.05(h7.05(g); and
(e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19.
Appears in 1 contract
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary Designated Guarantor may merge with (i) the Companyany Borrower, provided that the Company such Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving PersonDesignated Guarantors;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Designated Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company any Borrower or to another SubsidiaryDesignated Guarantor; and
(ii) any Excluded Guarantor may be dissolved or liquidated pursuant to Section 6.24 or any Excluded Guarantor may merge with any other Excluded Guarantor.
(c) the Borrowers and their Subsidiaries may consummate the Merger including the Disposition of Main Street Stock incident to the Merger (which may comprise margin stock);
(d) any Subsidiary Borrower may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy merge with and into the requirements of Section 7.05(h)other Borrower; and
(e) any Subsidiary which has Disposed of all Borrower or substantially any Designated Guarantor may reorganize and convert into a limited liability company; provided, that such Borrower or Designated Guarantor provides the Administrative Agent with thirty (30) days’ prior written notice thereof and complies with all of its assets in accordance with the terms of this Agreement may be dissolved or have its entity status terminated; providedSection 6.12, however, that, other than Dispositions including the execution and delivery of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except replacement Notes for any Disposition permitted Notes previously issued, as appropriate, as if such Borrower or Designated Guarantor were a new Subsidiary and a ratification that the obligations hereunder with respect to a Release Propertyshall have been assumed by such Borrower or Designated Guarantor, subject to the satisfaction as converted, by operation of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19law.
Appears in 1 contract
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Personinto, or Dispose convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)or make any Acquisition, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary (other than the Canadian Borrower) may merge or amalgamate with (i) the Companysuch Borrower, provided that the Company such Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving Person, and provided, further, that no Guarantor that is a Domestic Subsidiary may merge with a Canadian Subsidiary or Foreign Subsidiary where such Canadian Subsidiary or Foreign Subsidiary is the continuing or surviving Person;
(b) subject to the Borrowers and their Subsidiaries may consummate the Canadian Borrower Reorganization in accordance with the requirements of Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of sell all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company a Borrower or to another Subsidiary;
(d) any ; provided that if the seller in such a transaction is a wholly-owned Subsidiary, then the purchaser must also be a wholly-owned Subsidiary, and provided, further, that no Guarantor that is a Domestic Subsidiary may Dispose of sell all or substantially all of its assets (upon voluntary liquidations or otherwise) to a Canadian Subsidiary or in favor of Foreign Subsidiary;
(d) subject to Section 7.14, such Borrower or any Person in one transaction or in Subsidiary may make a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h)Permitted Acquisition; and
(e) such Borrower or any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of make a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with by Section 2.197.05.
Appears in 1 contract
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge with (i) the CompanyBorrower, provided that the Company Borrower shall be the continuing or surviving Person, or (ii) any one or more other Restricted Subsidiaries, provided that (x) when any wholly-owned Restricted Subsidiary is merging with another Restricted Subsidiary, such wholly-owned Restricted Subsidiary shall be the continuing or surviving Person, and (y) if when any Guarantor is merging with another Subsidiarya Restricted Subsidiary that is not a Guarantor, the Subsidiary such Guarantor shall be the continuing or surviving Person;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that Loan Party (iother than the Borrower) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or to another SubsidiaryLoan Party;
(dc) any Subsidiary that is not a Loan Party may Dispose of all or substantially all of its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party; provided that to the extent any such Disposition constitutes an Investment only if such Investment is permitted under Section 7.03; or (ii) a Loan Party; and
(d) in favor connection with any acquisition permitted under Section 7.03, any Restricted Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Restricted Subsidiary of the Borrower and (ii) in the case of any Person in one transaction or in such merger to which any Loan Party (other than the Borrower) is a series of transactionsparty, provided that such Disposition or Dispositions satisfy Loan Party is the requirements of Section 7.05(h)surviving Person; and
(e) any Joint Venture Subsidiary which has Disposed may merge with or Dispose of all or substantially all of its assets (including any Disposition that is in accordance with the terms of this Agreement may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part nature of a Mortgaged Propertyliquidation) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19another Joint Venture Subsidiary.
Appears in 1 contract
Sources: Credit Agreement (Health Management Associates Inc)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary may merge with (i) the Company, ; provided that the Company shall be the continuing or surviving Person, (ii) any other Borrower; provided that such Borrower shall be the continuing or surviving Person, or (iiiii) any one or more other Subsidiaries, ; provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor another Loan Party shall be the continuing or surviving Person;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or to another Subsidiary; provided that (i) if the transferor in such a transaction is a Borrower, then the transferee must be another Borrower and (ii) if the transferor in such a transaction is a Guarantor, then the transferee must be another Loan Party;
(c) in connection with any acquisition permitted under Section 7.02(g), any Subsidiary of the Company may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Company, and (ii) in the case of any such merger to which any Loan Party (other than the Company) is a party, such Loan Party is the surviving Person; and
(d) any Subsidiary that is not a Guarantor may Dispose of all dissolve, liquidate or substantially all of wind up its assets to or in favor of affairs at any Person in one transaction or in a series of transactions, time provided that such Disposition dissolution, liquidation or Dispositions satisfy the requirements of Section 7.05(h); and
(e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement may winding up, as applicable, could not reasonably be dissolved or expected to have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19Material Adverse Effect.
Appears in 1 contract
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary may merge or consolidate with or dissolve or liquidate into (i) the CompanyBorrower, provided that the Company Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving PersonPerson or the continuing or surviving Person shall become a Guarantor pursuant to the terms of the Guarantee;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor;
(c) the Borrower or any Subsidiary may merge with any Person in a transaction that would be an acquisition or Investment that is permitted under this Agreement; provided that (i) if the Borrower is a party to such merger, it shall be the continuing or surviving Person, or (ii) if any Guarantor is a party to such merger, such Guarantor shall be the continuing or surviving Person or the continuing or surviving Person shall become a Guarantor pursuant to the terms of the Guarantee;
(d) any Immaterial Subsidiary may Dispose of all liquidate, wind up or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h)dissolve itself; and
(e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement may Transactions as contemplated by the Transaction Documents shall be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19permitted.
Appears in 1 contract
Fundamental Changes. MergeThe Borrower shall not, nor shall it permit any Subsidiary to, directly or indirectly merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary may merge with (i) the CompanyBorrower, provided that the Company Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another SubsidiarySubsidiary which is not a Guarantor, the Subsidiary Guarantor shall be the continuing or surviving PersonPerson or such surviving Person shall execute and deliver a Guaranty in accordance with Section 6.12 hereof;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or to another Subsidiary;; provided that if the transferor in such a transaction is a wholly-owned Subsidiary, then the transferee must either be the Borrower or a wholly-owned Subsidiary; and
(dc) the Borrower may Dispose of any Equity Interest in a Subsidiary, and any Subsidiary may Dispose of all or substantially all of its assets to or in favor if at least 75% of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h); and
(e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement may proceeds therefrom shall be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course form of business, cash and assumption of liabilities and the Loan Parties net cash proceeds shall not make any Disposition be reinvested in respect additional assets within one year of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction receipt of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19proceeds.
Appears in 1 contract
Sources: Credit Agreement (Altera Corp)
Fundamental Changes. MergeOther than (i) a merger of the Parent, CDI Vessel or a Domestic Subsidiary to effectuate a reincorporation or statutory conversion in another state of the United States or (ii) a statutory conversion in any state of the United States, in either case upon at least 30 days’ prior written notice to the Administrative Agent, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary may merge with or dissolve into (i) the CompanyParent or CDI Vessel, provided that the Company Parent or CDI Vessel, as applicable, shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with or dissolving into another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving Person;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Parent or CDI Vessel or to another Subsidiary, and may thereafter liquidate or dissolve if applicable; provided that if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be the Parent, CDI Vessel or a Subsidiary Guarantor;
(c) the Parent or CDI Vessel or any of the Subsidiaries may merge with another Person to effectuate an Acquisition permitted by Section 7.02(h); provided that the Parent, CDI Vessel or the applicable Subsidiary is the acquiring or surviving entity (or, with respect to any merger by a Subsidiary other than CDI Vessel, the surviving entity becomes a Subsidiary in the transaction); and provided further that if such merging Subsidiary is a Guarantor, the surviving entity becomes a Guarantor and complies with the requirements for new Guarantors under Section 6.13; and
(d) the Parent or any Subsidiary may Dispose of all or substantially all of its assets to or in favor the Equity Interests of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h); and
(e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.197.05(n).
Appears in 1 contract
Fundamental Changes. Merge, dissolve, liquidate, consolidate or amalgamate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division), except ; provided that, so long as no Default exists or would result therefrom:
notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of the Additional Guarantor Provisions and the Additional Collateral Requirements, (a) any Subsidiary the Company may merge or consolidate with (i) the Company, any of its Restricted Subsidiaries; provided that the Company shall be the continuing or surviving Person, or (iib) any one Domestic Loan Party other than the Company may merge or more consolidate with any other SubsidiariesDomestic Loan Party other than the Company, (c) any Foreign Subsidiary that is a Restricted Subsidiary which is not a corporation incorporated under the Laws of Canada or a province or territory thereof may be merged or consolidated with or into any Loan Party provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor such Loan Party shall be the continuing or surviving Person;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or to another Subsidiary;
(d) any Foreign Subsidiary that is a Restricted Subsidiary which is not a corporation incorporated under the Laws of Canada or a province or territory thereof may Dispose of all be merged or substantially all of its assets to consolidated with or in favor of into any Person in one transaction or in other Foreign Subsidiary that is a series of transactions, Restricted Subsidiary; provided that if any such Disposition Person is a Designated Borrower, a Designated Borrower shall be the continuing or Dispositions satisfy the requirements of Section 7.05(h); and
surviving Person, (e) any Restricted Subsidiary of the Company may merge with any Person that is not a Loan Party in connection with a Disposition permitted under Section 8.05 or a Permitted Acquisition; provided that, if such transaction involves any Designated Borrower, such Designated Borrower, as applicable, shall be the continuing or surviving Person, (f) any Subsidiary of the Company (other than any Designated Borrower) may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect, (g) any Foreign Subsidiary that is a Restricted Subsidiary (except a Designated Borrower) which is a corporation incorporated under the Laws of Canada or a province or territory thereof may amalgamate with another Loan Party; provided that the corporation resulting from such amalgamation assumes by operation of law all obligations of such Loan Party and provides confirmation of such assumption of obligations as is reasonably required by the Administrative Agent, and (h) any Foreign Subsidiary that is a Restricted Subsidiary which has Disposed is a corporation incorporated under the Laws of Canada or a province or territory thereof may amalgamate with another Foreign Subsidiary that is a Restricted Subsidiary; provided that if any such Person is a Designated Borrower, the corporation resulting from such amalgamation assumes by operation of law all or substantially all obligations of its assets in accordance with such Designated Borrower and provides confirmation of such assumption to the terms of obligations as is reasonably required by the Administrative Agent. Notwithstanding the foregoing, the Company and/or any Restricted Subsidiary may effect transactions not otherwise permitted under this Agreement may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be Section 8.04 as part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19Permitted Restructuring.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Fti Consulting, Inc)
Fundamental Changes. MergeDisposition of Assets; Acquisitions. Enter into any transaction of merger or consolidation, dissolve, or liquidate, consolidate with wind-up or into another Persondissolve itself (or suffer any liquidation or dissolution), or Dispose of (whether convey, sell, lease or license, exchange, transfer or otherwise dispose of, in one transaction or in a series of transactions) , all or substantially all any part of its business, assets (or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials, equipment and other assets and Consolidated Capital Expenditures in the ordinary course of business) to the business, property or in favor fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person (includingPerson, in each case, pursuant to a Division), except that, so long as no Default exists or would result therefrom:
except: (a) any Subsidiary may merge be merged with or into the Borrower or any other Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, assets or property may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to the Borrower or any Subsidiary; provided that in the case of any such transaction, (i) the Company, provided that the Company Borrower shall be the continuing or surviving Person, or Person in any such transaction involving the Borrower and (ii) any one or more other Subsidiariessubject to the preceding clause (i), provided that when any Subsidiary Guarantor is merging with another Subsidiary, the a Subsidiary Guarantor shall be the continuing or surviving Person;Person in any such transaction involving a Subsidiary Guarantor; 87 #96555161v28
(b) subject to Section 6.14, any Subsidiary may merge into dispose of any or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or to another Subsidiary;
any Subsidiary Guarantor; (c) sales or other dispositions of assets that do not constitute Asset Sales; (d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, Asset Sales; provided that (1) the consideration received for such Disposition or Dispositions satisfy assets shall be in an amount at least equal to the requirements fair market value thereof (determined in good faith by the chief executive officer and chief financial officer of the Borrower), (2) no less than 100% thereof shall be paid in Cash and (3) the Net Cash Proceeds thereof shall be used to prepay the Term Loans to the extent required by Section 7.05(h2.08(b)(vi); and
(e) any Subsidiary which has Disposed disposals of all immaterial, obsolete, worn out or substantially all surplus property in the ordinary course of business that are not used or useful in the business of the Borrower and its assets Subsidiaries; (f) [reserved]; (g) Investments made in accordance with the terms Section 7.06; (h) dispositions of this Agreement may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) Cash Equivalents in the ordinary course of business; (i) [reserved]; and (j) dispositions of Marketable Securities Available for Sale provided that no less than 100% thereof shall be paid in Cash and the Net Cash Proceeds thereof shall be used to prepay the Term Loans to the extent required by Section 2.08(b)(vi). Upon the request of the Borrower (which identifies with reasonable specificity the releases sought and Collateral disposed of), the Loan Parties Administrative Agent or Collateral Agent, as applicable, shall not make reasonably promptly execute and deliver to the Borrower any Disposition in respect and all documents or instruments reasonably necessary to release any Lien encumbering any items of any Collateral except for any Disposition permitted hereunder with respect that are subject to a Release Propertyconveyance, subject sale, lease, exchange, transfer or other disposition pursuant to the satisfaction of the conditions applicable this Section 7.08 or otherwise permitted pursuant to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19this Agreement.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Altisource Portfolio Solutions S.A.)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary may merge with (i) the Company, Borrower; provided that the Company Borrower shall be the continuing or surviving Person, or Person and (ii) any one or more other Subsidiaries, Subsidiary; provided that (A) when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person and (B) when any Guarantor is merging with another Subsidiary, the Subsidiary continuing or surviving Person shall be a Guarantor;
(b) the Borrower or any Guarantor may effect any Permitted Acquisition; provided that (i) in any such transaction involving the Borrower, the Borrower shall be the continuing or surviving Person;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger transaction involving a Guarantor, the continuing or consolidation, surviving Person shall be a Subsidiary Guarantor is the survivor thereofGuarantor;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution or otherwise) (i) to the Company Borrower or to another a Guarantor or (ii) if the transferor is not a Guarantor, to any other Subsidiary;; provided in each case that if the transferor in such a transaction is a wholly-owned Subsidiary, then the transferee must either be the Borrower or a wholly-owned Subsidiary; and
(d) any Subsidiary the Borrower and its Subsidiaries may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy consummate the requirements of Section 7.05(h); and
(e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19DFKA Restructuring.
Appears in 1 contract
Sources: Credit Agreement (Diamond Foods Inc)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary may merge with (i) the Company, Borrower; provided that the Company Borrower shall be the continuing or surviving Person, or (ii) any one or more Domestic Subsidiaries or (iii) any joint venture, partnership or other SubsidiariesPerson, provided so long as such joint venture, partnership and other Person will, as a result of making such merger and all other contemporaneous related transactions, become a Domestic Subsidiary, provided, further, (in the case of clauses (ii) and (iii)) that when any Subsidiary Guarantor is merging with another SubsidiarySubsidiary or any other Person, either (A) the Subsidiary Guarantor shall be the continuing or surviving PersonPerson or (B) the continuing or surviving Person shall (prior to or simultaneously with such merger) deliver to the Administrative Agent (1) a Facility Guaranty and (2) all other documents required of Significant Subsidiaries pursuant to Section 7.12;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or to a Subsidiary; provided that (i) if the transferor in such a transaction is a wholly-owned Subsidiary, then the transferee must either be the Borrower or a wholly-owned Subsidiary and (ii) if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor;
(c) any Foreign Subsidiary may merge into and may transfer assets to another Foreign Subsidiary;
(d) with respect to any Subsidiary (the "Specified Subsidiary") whose principal assets are a warehouse and office space (if any) located on the same site as such warehouse, then the owner of the stock in such Specified Subsidiary may Dispose sell the stock of such Specified Subsidiary, or such Specified Subsidiary may sell all or substantially all of its assets to or a purchaser, in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h)each case at fair market value; and
(e) any Subsidiary which has Disposed of the Borrower may liquidate or dissolve one or more Subsidiaries, or sell all or substantially all of its the assets in accordance with or shares of one or more Subsidiaries, during a fiscal year so long as the terms aggregate book value of this Agreement may be the Subsidiaries liquidated or dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete assets or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall shares sold during such fiscal year does not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19exceed $100,000,000.
Appears in 1 contract
Sources: Credit Agreement (Tech Data Corp)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Specified Default or Event of Default exists or would result therefrom:
(a) any Subsidiary may merge or consolidate with or dissolve or liquidate into (i) the CompanyBorrower, provided that the Company Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving PersonPerson or the continuing or surviving Person shall become a Guarantor pursuant to the terms of the Guaranty;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or to another Subsidiary;
(d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, ; provided that if the transferor in such Disposition a transaction is a Guarantor, then the transferee must either be the Borrower or Dispositions satisfy a Guarantor or shall become a Guarantor pursuant to the requirements terms of Section 7.05(h)the Guaranty; and
(ec) in connection with any acquisition permitted under Section 7.02, any Subsidiary which has Disposed of all the Borrower may merge into or substantially all consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly owned Subsidiary of its assets in accordance with the terms of this Agreement may be dissolved or have its entity status terminatedBorrower; provided, however, thatthat in each case, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) immediately after giving effect thereto, in the ordinary course case of businessany such merger to which the Borrower is a party, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to Borrower is the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19surviving corporation.
Appears in 1 contract
Sources: Credit Agreement (Ndchealth Corp)
Fundamental Changes. Merge, dissolve, liquidate, Merge or consolidate with or into another Personany Person or liquidate, wind-up or dissolve itself, or Dispose of (whether in one transaction permit or in a series of transactions) suffer any liquidation or dissolution or sell all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (includingassets, in each caseexcept, pursuant to a Division), except that, that so long as no Default or Event of Default exists or would result therefrom:
(a) any Solvent Subsidiary of TTI may merge with (i) the Company, TTI provided that the Company TTI shall be the continuing or surviving Personcorporation, or (ii) with any one or more other SubsidiariesSolvent Subsidiaries of TTI (provided that if either party to such merger is a Guarantor, the surviving entity shall be a Guarantor), and (iii) with any joint ventures, partnerships and other Persons, so long as such joint ventures, partnerships and other Persons will, as a result of making such merger and all other contemporaneous related transactions, become a wholly owned Subsidiary of TTI; provided that when any wholly-owned Material Subsidiary Guarantor of TTI is merging with into another SubsidiarySubsidiary of TTI, the wholly-owned Material Subsidiary Guarantor of TTI shall be the continuing or surviving Person;
(b) subject to Section 6.14, any Subsidiary of TTI may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of sell all or substantially all of its assets (upon voluntary liquidation or otherwise) ), to the Company TTI or to another Subsidiary;
(d) any of its Solvent Subsidiaries that is a Guarantor; provided that when any wholly-owned Subsidiary may Dispose of TTI is selling all or substantially all of its assets to another Subsidiary of TTI, the Subsidiary acquiring such assets shall be a wholly-owned Subsidiary of TTI;
(c) on and prior to the TTI Closing Date, ALT and its Subsidiaries (other than any member of the TTI Group) may merge or consolidate with other Persons to the extent permitted under Section 5.6 of the Existing ALT Credit Agreement, as in favor of any Person in one transaction or in a series of transactionseffect on the date hereof;
(d) TTI and its Subsidiaries may make Dispositions permitted under Sections 7.04(a), provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h(c) and (d); and
(e) any Subsidiary which has Disposed of all or substantially all of ALT and its assets Subsidiaries may undertake transactions permitted under, and in accordance with the terms of this Agreement may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of businesswith, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19Separation and Distribution Agreement.
Appears in 1 contract
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary of the Operating Partnership (other than the Borrower) may merge with (i) the CompanyOperating Partnership, provided that the Company Operating Partnership shall be the continuing or surviving Person, Person or (ii) any one or more other SubsidiariesSubsidiaries of the Operating Partnership (other than the Borrower), provided that when if any Subsidiary Guarantor is merging with another SubsidiarySubsidiary of the Operating Partnership that is not a Subsidiary Guarantor, the Subsidiary Guarantor party to such merger shall be the continuing or surviving Person;
(b) subject to Section 6.14, any Subsidiary of the Borrower may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; the Borrower, provided that (i) if the Company is a party to any such merger Borrower shall be the continuing or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereofsurviving Person;
(c) any Subsidiary of the Operating Partnership (other than the Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Operating Partnership or another Subsidiary of the Operating Partnership; provided that (i) if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must be the Borrower, the Operating Partnership or a Subsidiary Guarantor and (ii) if the property subject to another Subsidiary;such Disposition includes any Collateral, then, after giving effect to such Disposition, such property shall continue to constitute Collateral; and 104
(d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactionsDispositions permitted by Section 7.05(d), provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h); and
(e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of (f) shall be permitted under this Agreement may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.197.04.
Appears in 1 contract
Sources: Credit Agreement (American Residential Properties, Inc.)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge with (i) the CompanyCompany (including a merger, the purpose of which is to reorganize the Company into a new jurisdiction); provided that (x) the Company shall be the continuing or surviving PersonPerson and such merger does not result in the Company ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia, or (ii) any one or more other Restricted Subsidiaries, ; provided that when any Restricted Subsidiary Guarantor that is a Loan Party is merging with another Restricted Subsidiary, the Subsidiary Guarantor a Loan Party shall be the continuing or surviving Person;
(bi) subject to Section 6.14, any Subsidiary that is not a Loan Party may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided or into any other Subsidiary that (i) if the Company is not a party to any such merger or consolidation, the Company is the survivor thereof, Loan Party and (ii) except as described any Subsidiary may liquidate or dissolve or change its legal form if (x) the Company determines in clause good faith that such action is in the best interests of the Company and its Subsidiaries and if not materially disadvantageous to the Lenders and (iy) above, if a to the extent such Restricted Subsidiary Guarantor is a party to Loan Party, any assets or business not otherwise disposed of or transferred in accordance with Section 7.02 or 7.05 or, in the case of any such merger business, discontinued, shall be transferred to or consolidation, a Subsidiary Guarantor is the survivor thereofotherwise owned or conducted by another Loan Party after giving effect to such liquidation or dissolution;
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor or the Company, then (i) the transferee must either be the Company or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(d) so long as no Default exists or would result therefrom, the Company may merge or consolidate with any other Person; provided that (i) the Company shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Company (any such Person, the “Successor Company”), (A) the Successor Company shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of the Company under this Agreement and the other Loan Documents to which the Company is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee shall apply to the Successor Company’s obligations under this Agreement, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under this Agreement, and (F) the Company shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document preserves the enforceability of this Agreement, the Guaranty and the Collateral Documents and the perfection of the Liens under the Collateral Documents; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the Company under this Agreement;
(e) so long as no Default exists or would result therefrom, any Restricted Subsidiary may Dispose of all merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that the continuing or substantially all surviving Person shall be a Restricted Subsidiary, which together with each of its assets to or in favor of any Person in one transaction or in a series of transactionsRestricted Subsidiaries, provided that such Disposition or Dispositions satisfy shall have complied with the requirements of Section 7.05(h); and6.11;
(ef) any Subsidiary [reserved];
(g) so long as no Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement is to effect a Disposition permitted pursuant to Section 7.05, may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19effected.
Appears in 1 contract
Sources: Credit Agreement (DJO Finance LLC)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary (other than the Receivables Subsidiary) may merge with (i) the Company, provided that the Company shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any wholly-owned Subsidiary Guarantor is merging with another Subsidiary, the a wholly-owned Subsidiary Guarantor shall be the continuing or surviving Person;Person and (iii) any Subsidiary may merge in connection with a transaction permitted under Section 7.02(f); and
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (iother than the Receivables Subsidiary) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon merger, voluntary liquidation liquidation, dissolution or otherwise) to the Company or to another Subsidiary;
(d; provided that if the transferor in such a transaction is a wholly-owned Subsidiary, then the transferee must either be the Company or a wholly-owned Subsidiary; provided further that Dispositions of assets to a Foreign Subsidiary must be permitted under Section 7.02(g)(iii), Section 7.02(j) any or Section 7.05(i); For the avoidance of doubt, the Receivables Subsidiary may not merge with, or Dispose of all any or substantially all of its assets to or in favor of to, any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h); and
(e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement may be dissolved or have its entity status terminated; provided, however, thatother Person, other than (i) Dispositions of obsolete permitted under Section 7.05(g) or worn out fixtures (which may be considered to be part of a Mortgaged Propertyii) in connection with the ordinary course of business, the Loan Parties shall not make any Disposition in respect termination of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction receivables facility when no Event of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19Default has occurred and is continuing.
Appears in 1 contract
Sources: Credit Agreement (Perkinelmer Inc)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Personinto, or convey, transfer, lease or otherwise Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default or Event of Default exists or would result therefromtherefrom and subject to Section 7.20:
(a) any Subsidiary may merge with or transfer substantially all its assets (iupon voluntary liquidation or otherwise) the Companyto any Guarantor, provided that that, if a merger, the Company applicable Guarantor shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, and provided further that when any if a transfer of assets in the form of a sale by a Subsidiary Guarantor that is merging with another Subsidiarynot a Guarantor, the Subsidiary Guarantor sale shall be at fair market value and the continuing or surviving Personaggregate amount of all such sales shall not exceed $5,000,000;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of whose assets consist of Subsidiary Securities or other Equity Securities in any Person may merge with or transfer substantially all its assets (upon voluntary liquidation or otherwise) to the Company Borrower, provided that, if a merger, the Borrower shall be the continuing or to another Subsidiary;
(d) any surviving Person, and provided further that if a transfer of assets in the form of a sale by a Subsidiary may Dispose that is not a Guarantor, the sale shall be at fair market value and the aggregate amount of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h)sales shall not exceed $5,000,000; and
(ec) any Subsidiary which has Disposed of all that is not a Guarantor may merge with or sell substantially all of its assets in accordance with the terms of this Agreement may be dissolved (upon voluntary liquidation or have its entity status terminated; provided, however, that, other than Dispositions of obsolete otherwise) to any one or worn out fixtures (which may be considered to be part of more Subsidiaries that is not a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19Guarantor.
Appears in 1 contract
Sources: Credit Agreement (Alltrista Corp)
Fundamental Changes. MergeEnter into any merger, dissolveconsolidation or amalgamation, or liquidate, consolidate with wind up or into another Person, dissolve itself (or suffer any liquidation or dissolution) or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned property or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)business, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary may merge with (i) any Subsidiary of the Company, Parent may be merged or consolidated with or into the Parent (provided that the Company Parent shall be the continuing or surviving Person, corporation) or with or into any Guarantor (ii) any one or more other Subsidiaries, provided that when (x) if any such transaction is between a Guarantor and a Subsidiary Guarantor that is merging with another Subsidiarynot a Guarantor, the Subsidiary a Guarantor shall be the continuing or surviving Personentity and (y) if any such transaction is between a 119 Borrower and any Subsidiary that is not a Borrower, a Borrower shall be the continuing or surviving entity) and (ii) any Subsidiary that is not a Guarantor may be merged with or into any other Subsidiary (provided that, if any such transaction is between a Domestic Subsidiary and a Foreign Subsidiary, such Domestic Subsidiary shall be the continuing or surviving entity except to the extent permitted under Section 7.8);
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary of the Parent may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Parent or to another Subsidiary;
any Guarantor, (dii) any Subsidiary that is not a Guarantor may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h); and
other Subsidiary and (eiii) any Subsidiary which has Disposed of the Parent may Dispose of all or substantially all of its assets in accordance pursuant to a Disposition permitted by Section 7.5 (other than pursuant to Section 7.5(c)(i)); provided that, for the avoidance of doubt, any Subsidiary of the Parent that only holds Capital Stock of other Subsidiaries of the Parent (a “Subsidiary Holding Company”) may consummate any sale of all or substantially all of its assets that would be permitted under this Section 7.4(b) with the terms of this Agreement respect each such Subsidiary or Subsidiaries held by such Subsidiary Holding Company;
(c) any Subsidiary (other than a Borrower) may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions liquidated as long as the proceeds of obsolete or worn out fixtures such liquidation (which may be considered to be part after satisfying all Contractual Obligations of a Mortgaged Propertysuch Subsidiary) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject are distributed to the satisfaction holders of the conditions applicable to Capital Stock of such Subsidiary on an approximately ratable basis (based on their respective equity ownership interests in such Subsidiary); and
(d) Parent and its Subsidiaries may consummate the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19Transactions.
Appears in 1 contract
Sources: Credit Agreement (Neogen Corp)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists has occurred and is continuing or would result therefrom:
(a) the Parent or any Subsidiary may merge with (i) the CompanyBorrower or the Parent, provided that the Company Borrower or the Parent, as the case may be, shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary a Guarantor shall be the continuing or surviving PersonPerson or such surviving Person shall become a Guarantor hereunder simultaneously with or prior to such merger;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or to the Parent or to another Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor or become a Guarantor simultaneously with or prior to such transfer;
(c) Dispositions by the Borrower, the Parent, or any of its Subsidiaries may be made in compliance with Section 7.5; and
(d) Mergers or consolidations by Borrower, Parent or any Subsidiary may Dispose of all or substantially all of its assets consummated in order to or in favor of any Person in one transaction or in a series of transactions, effect an acquisition to the extent that such acquisition would be permitted under Section 7.2(h); provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h); and
(e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Propertyany such merger or consolidation involving Parent, subject to Borrower or any Guarantor, Parent, Borrower or such Guarantor shall be the satisfaction of the conditions applicable to the Property Substitution continuing or Prepayment Release with respect to such Release Property in accordance with Section 2.19surviving Person.
Appears in 1 contract
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose (other than as permitted pursuant to Section 7.05) of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, other than (x) as otherwise permitted pursuant to Sections 7.02 and 7.05 and (y) in connection with a DivisionPermitted Acquisition), except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary may merge with (i) the CompanyBorrower, provided that the Company Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person, and, provided further that if a Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving Person;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or to another Subsidiary (or to the direct or indirect holder of such Subsidiary;’s Equity Interests); provided that if the transferor in such a transaction is a wholly-owned Subsidiary, then the transferee must either be Borrower or a wholly-owned Subsidiary, and, provided further that if the transferor of such assets is a Guarantor, the transferee must either be Borrower or a Guarantor; F or p er so na l u se o nl
(c) [intentionally omitted]; and
(d) any Loan Party or any Subsidiary thereof may Dispose of all or substantially all of its the assets to or in favor of any Person in one transaction or in a series more of transactions, its Subsidiaries (upon voluntary liquidation or otherwise); provided that (i) the assets subject to such Disposition or Dispositions satisfy the requirements of Section 7.05(h); and
(e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement may be dissolved or have its entity status terminated; provided, however, that, other are less than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction 5% percent of the conditions applicable to total assets of Borrower and its Subsidiaries on a consolidated basis and (ii) the Property Substitution or Prepayment Release with respect to EBITDA of such Release Property in accordance with Section 2.19Subsidiary is less than 5% percent of the EBITDA of Borrower and its Subsidiaries on a consolidated basis.
Appears in 1 contract
Sources: Credit Agreement
Fundamental Changes. Merge, amalgamate, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person Person, except that:
(includinga) (i) any Debtor (other than a Borrower or any Foreign Debtor) may merge or amalgamate with any other Debtor (other than any Foreign Debtor), (ii) any Non-Debtor Subsidiary may merge or amalgamate with the Company (for so long as it is not a Debtor) or one or more Non-Debtor Subsidiaries, (iii) any Foreign Debtor (other than the Company or Basell GmbH) may merge or amalgamate with any other Foreign Debtor (other than the Company or Basell GmbH) and (iv) any Borrower may merge or amalgamate with any other Borrower; provided that, in each case, pursuant to when any Person that is a Division)Loan Party is merging with a Subsidiary, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary may merge with (i) the Company, provided that the Company a Loan Party shall be the continuing or surviving PersonPerson or such Subsidiary shall become a Loan Party under the terms hereof;
(i) any Debtor (other than a Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to another Debtor (other than any Foreign Debtor), or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving Person;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Non-Debtor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company (for so long as it is not a Debtor) or to another Non-Debtor Subsidiary;
, (diii) any Subsidiary Foreign Debtor (other than the Company or Basell GmbH) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h); and
other Foreign Debtor and (eiv) any Subsidiary which has Disposed Borrower may Dispose of all or substantially all of its assets in accordance with the terms of this Agreement may be dissolved (upon voluntary liquidation or have its entity status terminatedotherwise) to any other Borrower; provided, however, provided that, other than Dispositions of obsolete in each case, if the transferor in such a transaction is a Guarantor, then (i) the transferee must be a Loan Party or worn out fixtures become a Loan Party or (which may ii) to the extent constituting an Investment, such Investment must be considered to be part a permitted Investment in or Indebtedness of a Mortgaged Property) in the ordinary course of business, the Subsidiary which is not a Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property Party in accordance with Section 2.197.02 (other than Section 7.02(e)) and 7.03, respectively; and
(c) any non-Material Subsidiary of the Company (other than a Borrower) may dissolve or liquidate so long as at the time of such dissolution or liquidation such non-Material Subsidiary has no or only de minimis assets.
Appears in 1 contract
Sources: Debtor in Possession Credit Agreement (Millennium Chemicals Inc)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Event of Default exists or would result therefrom:
(a) any Subsidiary of the Borrower may merge with (i) the CompanyBorrower, provided that (x) the Company Borrower shall be the continuing or surviving PersonPerson or (y) the resulting, surviving or transferee Person (the “Successor Company”) will be a corporation or a limited liability company organized and existing under the laws of the United States, any state thereof or the District of Columbia and the Successor Company (if not the Borrower) will expressly assume, by an assumption agreement in form and substance reasonably satisfactory to the Administrative Agent, all of the Obligations of the Borrower under any of the Loan Documents to which it is a party, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving PersonPerson or to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(b) subject to Section 6.14, any Subsidiary of the Borrower may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a Subsidiary Guarantor, then (i) the transferee must be the Borrower or a Subsidiary Guarantor and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(c) any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that (i) the continuing or surviving Person shall have complied with the requirements of Section 6.13 and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02;
(d) any Subsidiary a merger, dissolution, liquidation, consolidation or Asset Sale, the purpose of which is to effect an Asset Sale permitted pursuant to Section 7.05 may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h)be effected; and
(ei) any Subsidiary which has Disposed that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary of all the Borrower may liquidate or substantially all of dissolve or change its assets legal form if the Borrower determines in accordance with the terms of this Agreement may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) good faith that such action is in the ordinary course best interests of business, the Loan Parties shall Borrower and if not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject materially disadvantageous to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19Lenders.
Appears in 1 contract
Sources: Credit Agreement (Carters Inc)
Fundamental Changes. (a) Merge, dissolve, liquidate, consolidate with or into another Person; provided, that, notwithstanding the foregoing provisions of this Section 7.04(a) but subject to the terms of Section 6.13 and/or Section 6.14, (i) any Borrower may merge or consolidate with any of its Subsidiaries (other than any other Borrower) provided that such Borrower shall be the continuing or surviving Person, (ii) any Loan Party (other than any Borrower) may merge or consolidate with any other Loan Party (other than any Borrower), (iii) any Subsidiary that is not a Loan Party may be merged or consolidated with or into any Loan Party provided that such Loan Party shall be the continuing or surviving corporation, (iv) any Subsidiary that is not a Loan Party may be merged or consolidated with or into any other Subsidiary that is not a Loan Party, and (v) any Subsidiary (other than any Borrower) may be dissolved or liquidated so long as (A) such dissolution or liquidation, as applicable, could not reasonably be expected to have a Material Adverse Effect, (B) such dissolution or liquidation, as applicable, does not result in the Disposition (whether in one transaction or in a series of transactions) of all or substantially all of the assets (whether now owned or hereafter acquired) of RCI and its Subsidiaries, taken as a whole, and (C) the residual assets of such Subsidiary shall be transferred to its parent company (provided, that, if the transferor thereof is a Loan Party, the transferee thereof shall be a Loan Party).
(b) Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (includingPerson; provided, in each case, pursuant to a Division), except that, so long as no Default exists or would result therefrom:
(anotwithstanding the foregoing provisions of this Section 7.04(b) any Subsidiary may merge with but subject to the terms of Section 6.13 and/or Section 6.14, (i) the Company, provided that the Company shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving Person;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or to another Subsidiary;
(d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person whether in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h); and
(e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement may be dissolved (whether now owned or have its entity status terminated; providedhereafter acquired) to another Borrower, however, that, (ii) any Loan Party (other than Dispositions any Borrower) may Dispose of obsolete (whether in one transaction or worn out fixtures in a series of transactions) all or substantially all of its assets (which whether now owned or hereafter acquired) to any other Loan Party (other than any Borrower), (iii) any Subsidiary that is not a Loan Party may be considered Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to be part any Loan Party, (iv) any Subsidiary that is not a Loan Party may Dispose of (whether in one transaction or in a Mortgaged Propertyseries of transactions) in all or substantially all of its assets (whether now owned or hereafter acquired) to any other Subsidiary that is not a Loan Party, and (v) to the ordinary course of businessextent applicable, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect pursuant to a Release Property, subject Section 7.04(a) (other than by reference to the satisfaction of the conditions applicable to the Property Substitution this Section 7.04(b) (or Prepayment Release with respect to such Release Property in accordance with Section 2.19any subclause hereof)).
Appears in 1 contract
Fundamental Changes. (a) Engage in any material line of business other than a Related Business;
(b) Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom:
(ai) any Subsidiary of Borrower may merge with with: (iA) the CompanyBorrower, provided that the Company Borrower shall be the continuing or surviving Person, ; or (iiB) any one or more other SubsidiariesSubsidiaries of Borrower, provided that that, when any wholly-owned Subsidiary Guarantor of Borrower is merging with another SubsidiarySubsidiary of Borrower, the wholly-owned Subsidiary Guarantor of Borrower shall be the continuing or surviving Person;; and
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary of Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or to another SubsidiarySubsidiary of Borrower; provided that if the transferor in such a transaction is a wholly-owned Subsidiary of Borrower, then the transferee must either be Borrower or a wholly-owned Subsidiary of Borrower;
(c) Make any voluntary, optional payment or prepayment on account of, or optional redemption or acquisition for value of any portion of, any Debt for borrowed money (other than that arising under: (i) the Loan Documents in accordance with the provisions thereof; and (ii) corporate credit cards to the extent such Debt is otherwise permitted under Section 7.03);
(d) any Subsidiary may Dispose Without at least thirty days’ prior written notice to Administrative Agent: (i) change its jurisdiction of all organization; (ii) change its organizational structure or substantially all of type; (iii) change its assets to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h)legal name; andor
(e) Create or acquire any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19Subsidiary.
Appears in 1 contract
Sources: Loan and Security Agreement (Intercloud Systems, Inc.)
Fundamental Changes. MergeChange its name or merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division), except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary may merge with (i) the Company, provided that the Company shall be the continuing or surviving Person, (ii) any Designated Borrower, provided that such Designated Borrower shall be the continuing or surviving Person, or (iiiii) any one or more other Subsidiaries, provided that when any wholly-owned Subsidiary Guarantor is merging with another Subsidiary, the wholly-owned Subsidiary Guarantor shall be the continuing or surviving Person;; and
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or to another Subsidiary;
(d) any Subsidiary may Dispose of all or substantially all of its assets to or in favor of any Person in one transaction or in a series of transactions, ; provided that if the transferor in such Disposition a transaction is (i) a Borrower, then the transferee must either be the Company or Dispositions satisfy the requirements of Section 7.05(h); and
another Borrower or (eii) any a wholly-owned Subsidiary which has Disposed of all is not a Borrower, then the transferee must either be the Company or substantially all of its assets in accordance with the terms of this Agreement may be dissolved or have its entity status terminatedanother wholly-owned Subsidiary; provided, howeverfurther, thatin connection with any Disposition permitted under this clause (b), other than Dispositions if the Company or any Subsidiary Disposes of, or for any reason ceases to operate, any of obsolete its operating divisions or worn out fixtures (which may be considered to be part of a Mortgaged Property) in the ordinary course lines of business, the Loan Parties shall not make which on a cumulative basis or in any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject to the satisfaction one instance comprise more than twenty percent (20%) of the conditions applicable to assets of the Property Substitution or Prepayment Release Company and its Subsidiaries, considered as a whole, the Company and its Subsidiaries shall comply with respect to such Release Property the notice requirements set forth in accordance with Section 2.196.03(h).
Appears in 1 contract
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, other than in each case, pursuant to a Division)the Transactions, except that, so long as no Event of Default exists or would result therefrom:
(a) any Subsidiary of the Borrower may merge with (i) the CompanyBorrower, provided that (x) the Company Borrower shall be the continuing or surviving PersonPerson or (y) the resulting, surviving or transferee Person (the “Successor Company”) will be a corporation or a limited liability company organized and existing under the laws of the State of Delaware and the Successor Company (if not the Borrower) will expressly assume, by an assumption agreement in form and substance reasonably satisfactory to the Administrative Agent, all of the Obligations of the Borrower under any of the Loan Documents to which it is a party (provided that if the Successor Company is a limited liability company, its operating agreement shall provide that the membership interests are “securities” within the meaning of Article 8 of the UCC and certificates representing all of the membership interests are delivered to the Collateral Agent as Pledged Collateral) (as defined in the Security Agreement), or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving PersonPerson or to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(b) subject to Section 6.14, any Subsidiary of the Borrower may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, and (ii) except as described in clause (i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary may Dispose dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a Subsidiary Guarantor, then (i) the transferee must be the Borrower or a Subsidiary Guarantor and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(c) any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that (i) the continuing or surviving Person shall have complied with the requirements of Section 6.13 and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02;
(d) any Subsidiary the Borrower and its Subsidiaries may Dispose consummate the Acquisition;
(e) a merger, dissolution, liquidation, consolidation or Asset Sale, the purpose of all or substantially all of its assets which is to or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of effect an Asset Sale permitted pursuant to Section 7.05(h)7.05 may be effected; and
(ei) any Subsidiary which has Disposed that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary of all the Borrower may liquidate or substantially all of dissolve or change its assets legal form if the Borrower determines in accordance with the terms of this Agreement may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) good faith that such action is in the ordinary course best interests of business, the Loan Parties shall Borrower and if not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject materially disadvantageous to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19Lenders.
Appears in 1 contract
Sources: Credit Agreement (Carter William Co)
Fundamental Changes. MergeThe Borrower shall not, dissolveand shall not permit any Subsidiary, liquidate, to consolidate or merge into or with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with it or any of the Subsidiaries, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets assets, or all or substantially all of any class of the Capital Stock of any of the Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve, or permit any Subsidiaries to or in favor do any of any Person (including, in each case, pursuant to a Division)the foregoing, except that, so long as immediately before and after giving effect thereto, no Default exists shall or would result therefromexist:
(a) any Non-Guarantor Subsidiary may merge with (i) the Company, provided that the Company shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Subsidiary Non-Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving Person;
(b) subject to Section 6.14, any Non-Guarantor Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12any Subsidiary Guarantor, and any Subsidiary Guarantor may merge with any Non-Guarantor Subsidiary; provided that that, (i) if the Company is a party immediately after giving effect to any such merger or consolidationin which such Subsidiary Guarantor is the survivor, the Company is Intercompany Transaction Amount shall not exceed $1,000,000.00, and such merger shall be treated as an Acquisition for all purposes of Section 7.5(b) or 7.5(c) hereof, as the survivor thereofcase may be, and (ii) except as described with respect to any merger in clause (i) above, if a which such Subsidiary Guarantor is a party to any not the survivor, such merger shall be treated as a sale, assignment, transfer or consolidation, a Subsidiary Guarantor is the survivor thereofother disposition for all purposes of Section 7.6(iv) hereof;
(c) the Borrower and any Subsidiary may Dispose of all make any sale, assignment, transfer or substantially all of its assets (upon voluntary liquidation or otherwiseother disposition permitted by Section 7.6(iv) to the Company or to another Subsidiary;hereof; and
(d) any Non-Guarantor Subsidiary may Dispose of all liquidate or substantially all of its assets to or dissolve if the Borrower determines in favor of any Person in one transaction or in a series of transactions, provided good faith that such Disposition liquidation or Dispositions satisfy the requirements of Section 7.05(h); and
(e) any Subsidiary which has Disposed of all or substantially all of its assets in accordance with the terms of this Agreement may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions of obsolete or worn out fixtures (which may be considered to be part of a Mortgaged Property) dissolution is in the ordinary course best interests of business, the Loan Parties shall Borrower and is not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject materially disadvantageous to the satisfaction of the conditions applicable to the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19Lender.
Appears in 1 contract
Fundamental Changes. MergeEnter into any merger, dissolveconsolidation or amalgamation, or liquidate, consolidate with wind up or into another Person, dissolve itself (or suffer any liquidation or dissolution) or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned property or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)business, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary may merge with (i) any Subsidiary of the Company, Company (other than Remitly) may be merged or consolidated with or into the Company (provided that the Company shall be the continuing or surviving Person, corporation) or (ii) with or into any one or more other Subsidiaries, Subsidiary of the Company; provided that when if any such transaction is between a Guarantor and a Subsidiary Guarantor that is merging with another Subsidiarynot a Guarantor, the Subsidiary such Guarantor shall be the continuing or surviving Person;
(b) subject to Section 6.14, any Subsidiary may merge into or consolidate with another Person in order to consummate an Acquisition permitted by Section 7.12; provided that (i) if the Company is a party to any such merger or consolidation, the Company is the survivor thereof, entity and (ii) except as described in clause Remitly may be merged or consolidated with or into any other Subsidiary; provided that Remitly shall be the continuing or surviving entity.
(i) above, if a Subsidiary Guarantor is a party to any such merger or consolidation, a Subsidiary Guarantor is the survivor thereof;
(c) any Subsidiary of the Company may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or to another Subsidiary;
any other Loan Party, (dii) any Subsidiary that is not a Loan Party may Dispose of all or substantially all of its assets upon voluntary liquidation or otherwise to the Company or in favor of any Person in one transaction or in a series of transactions, provided that such Disposition or Dispositions satisfy the requirements of Section 7.05(h); and
Subsidiary and (eiii) any Subsidiary which has Disposed of the Company may Dispose of all or substantially all of its assets in accordance pursuant to a Disposition permitted by Section 7.5 (other than pursuant to Section 7.5(c)); provided that, for the avoidance of doubt, any Subsidiary of the Company that only holds Capital Stock of other Subsidiaries of the Company (a “Subsidiary Holding Company”) may consummate any sale of all or substantially all of its assets that would be permitted under this Section 7.4(b) with the terms of this Agreement respect each such Subsidiary or Subsidiaries held by such Subsidiary Holding Company;
(c) any Subsidiary (other than Remitly) may be dissolved or have its entity status terminated; provided, however, that, other than Dispositions liquidated as long as the proceeds of obsolete or worn out fixtures such liquidation (which may be considered to be part after satisfying all Contractual Obligations of a Mortgaged Propertysuch Subsidiary) in the ordinary course of business, the Loan Parties shall not make any Disposition in respect of any Collateral except for any Disposition permitted hereunder with respect to a Release Property, subject are distributed to the satisfaction holders of the conditions applicable to Capital Stock of such Subsidiary on an approximately ratable basis (based on their respective equity ownership interests in such Subsidiary); and
(d) the Property Substitution or Prepayment Release with respect to such Release Property in accordance with Section 2.19Company may consummate a Holding Company Reorganization.
Appears in 1 contract