Fundamental Changes. (a) No Loan Party will, nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any Subsidiary of the Borrower may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Loan Party in a transaction in which the surviving entity is a Loan Party, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and (v) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party and is not materially disadvantageous to the Lenders; provided, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time. (b) No Loan Party will, nor will it permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially related thereto or are reasonable extensions thereof. (c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 3 contracts
Sources: Credit Agreement (ExlService Holdings, Inc.), Credit Agreement (ExlService Holdings, Inc.), Credit Agreement (ExlService Holdings, Inc.)
Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any Subsidiary of the Borrower other Person, including a Subsidiary, may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Loan Party Subsidiary in a transaction in which the surviving entity is a Loan PartySubsidiary, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and Subsidiary, (viv) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the Lenders, and (v) the Borrower may merge into or consolidate with another Person in a transaction in which such other Person is the surviving entity if such other Person is organized and validly existing under the laws of the United States or any State thereof and by operation of law or otherwise assumes all obligations of the Borrower hereunder and such assumption is evidenced by an opinion of counsel to such other Person satisfactory in form and substance to the Administrative Agent; provided, PROVIDED that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time6.05.
(b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially reasonably related thereto or are reasonable extensions thereofthereto.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 3 contracts
Sources: Credit Agreement (Waddell & Reed Financial Inc), Credit Agreement (Waddell & Reed Financial Inc), Credit Agreement (Waddell & Reed Financial Inc)
Fundamental Changes. (a) No Loan Party willExcept as permitted by Section 7.6, nor the Borrower will it not, and will not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary of may merge with a Person if the Borrower may merge into the Borrower in a transaction in which (or such Subsidiary if the Borrower is not a party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into another Subsidiary; provided, that if any Loan Party in a transaction in which the surviving entity party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another a Subsidiary Loan Party, and (viv) any Subsidiary that is not (other than a Subsidiary Loan Party Party) may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the LendersLender; provided, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.047.4. Notwithstanding anything to the contrary in the foregoing, each Loan Party the Borrower and each of its Subsidiaries the Guarantors shall be permitted to enter into an agreement transfer real properties to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide SPE Subsidiaries for the termination purpose of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by permanent financing of such timeproperties.
(b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of substantially the same type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement hereof and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially reasonably related thereto or are reasonable extensions thereofthereto.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 3 contracts
Sources: Credit Agreement (Patriot Transportation Holding, Inc.), Credit Agreement (Patriot Transportation Holding, Inc.), Credit Agreement (New Patriot Transportation Holding, Inc.)
Fundamental Changes. (a) No Loan Party willIntermediate Holdings and the Borrower will not, nor and will it not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, sellconsummate a Division as the Dividing Person, transfer, lease or otherwise dispose Dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing that (i) any Restricted Subsidiary of the Borrower may merge into the Borrower in a transaction in which the Borrower is the surviving corporationcompany, (ii) any Restricted Subsidiary (other than the Borrower) or other Person may merge into any Loan Party Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (and if a party to such transaction is a Loan Party, the resulting entity shall also be a Loan Party), (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose Dispose of its assets to the Borrower or to another Restricted Subsidiary, (iv) any Restricted Subsidiary that is a limited liability company may consummate a Division as the Dividing Person if, immediately upon the consummation of the Division, the assets of the applicable Dividing Person are held by one or more Restricted Subsidiaries at such time, or, with respect to assets not so held by one or more Restricted Subsidiaries, such Division, in the aggregate, would otherwise result in a Disposition permitted by Section 6.04(j) and (v) any Restricted Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the Lenders; provided, provided that any such merger or Division involving a Person that is not a wholly owned Subsidiary immediately prior to such merger or Division shall not be permitted unless also permitted by Section 6.04. Notwithstanding 6.05; provided further that, notwithstanding anything to the contrary in this Agreement, any Subsidiary which is a Division Successor resulting from a Division of assets of a Restricted Subsidiary may not be deemed to be an Immaterial Subsidiary at the foregoing, each Loan Party and each time of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance connection with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such timeapplicable Division.
(b) No Loan Party willIntermediate Holdings and the Borrower will not, nor and will it not permit any of its the Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially reasonably related thereto or are reasonable extensions thereofthereto.
(c) The Borrower will not permit its fiscal year to end on a day other than the last Sunday of each calendar year or change the Borrower’s method of determining its fiscal quarters; provided that upon prior written notice to the Agent, Intermediate Holdings may, and may allow its Restricted Subsidiaries to, change its fiscal year which currently ends on December 31 to match the fiscal year end of each yearMSG or any other MSG Company.
Appears in 3 contracts
Sources: Credit Agreement (MSG Entertainment Spinco, Inc.), Credit Agreement (MSG Entertainment Spinco, Inc.), Credit Agreement (Madison Square Garden Co)
Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all the assets of the stock of any of Borrower and its Subsidiaries taken as a whole (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any Subsidiary of the Borrower may merge into the Borrower any other Person in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (iii) any Loan Party Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Loan PartySubsidiary, (iiiiv) any Person Subsidiary may merge into any Loan Party other Person in a transaction in which the surviving entity is a Subsidiary or any of its Subsidiaries in connection with a Permitted Acquisition so long as, transaction permitted by Section 6.09 and in which the case of surviving Person is not a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (ivv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary or in a transaction not constituting all or substantially all of the assets of the Borrower and its Subsidiaries taken as a whole and which is permitted by Section 6.08, (vi) Acquisition Sub may consummate the Merger, (vii) subject to Section 10.01, the Borrower and its Subsidiaries may consummate the Reorganization and (vviii) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the Lenders; provided, provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time.
(b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries and Hannaford and its subsidiaries on the date of execution of this Agreement and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary reasonably related or substantially related thereto or are reasonable extensions thereofincidental thereto.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 3 contracts
Sources: Credit Agreement (Delhaize America Inc), Credit Agreement (Delhaize America Inc), Credit Agreement (Delhaize America Inc)
Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary of may merge with a Person if the Borrower may merge into the Borrower in a transaction in which (or such Subsidiary if the Borrower is not a party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into another Subsidiary; provided, that if any Loan Party in party to such merger is a transaction in which Wholly Owned Subsidiary, the Wholly Owned Subsidiary shall be the surviving entity is a Loan PartyPerson, (iii) any Person Subsidiary may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary Borrower if Borrower is the surviving entityPerson, and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and (vother than a Wholly Owned Subsidiary) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the Lenders; provided, that any such merger involving a Person that is not a wholly owned Wholly Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time7.4.
(b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement hereof and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially reasonably related thereto or are reasonable extensions thereofthereto.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 3 contracts
Sources: Revolving Credit Agreement (Amsurg Corp), Revolving Credit Agreement (Amsurg Corp), Revolving Credit Agreement (Amsurg Corp)
Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing continuing, (i) the Borrower or any Subsidiary of may merge with a Person if the Borrower may merge into the Borrower in a transaction in which (or such Subsidiary if the Borrower is not a party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into another Subsidiary, provided that if any Loan Party in a transaction in which the surviving entity party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another a Subsidiary Loan Party, and (viv) any Subsidiary that is not (other than a Subsidiary Loan Party Party) may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the Lenders; provided, further, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time7.4.
(b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement hereof and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially reasonably related thereto or are reasonable extensions thereofthereto.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 3 contracts
Sources: Revolving Credit and Term Loan Agreement (RadNet, Inc.), Revolving Credit and Term Loan Agreement (RadNet, Inc.), Revolving Credit and Term Loan Agreement (Ensign Group, Inc)
Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary of may merge with a Person if the Borrower may merge into the Borrower in a transaction in which (or such Subsidiary if the Borrower is not a party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into another Subsidiary; provided, that if any Loan Party in a transaction in which the surviving entity party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another a Subsidiary Loan Party and (viv) any Subsidiary that is not (other than a Subsidiary Loan Party Party) may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the Lenders; provided, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time7.4.
(b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement hereof and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially reasonably related thereto or are reasonable extensions thereofthereto.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 3 contracts
Sources: Second Lien Term Loan Agreement (Ram Energy Resources Inc), Revolving Credit Agreement (Ram Energy Resources Inc), Credit Agreement (Piper Jaffray Companies)
Fundamental Changes. (a) No Loan Party willThe US Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assetsassets (other than sales of Receivables, operating leases through its leasing Subsidiaries or interests therein in the ordinary course of business for finance companies by the US Borrower or a Securitization Subsidiary in connection with a Qualified Securitization Transaction), or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing continuing, (i) any Subsidiary of the Borrower Person may merge into the US Borrower in a transaction in which the US Borrower is the surviving corporation, (ii) any Subsidiary Person (other than the US Borrower) may merge into any Loan Party Subsidiary in a transaction in which the surviving entity is a Loan Partydirect or indirect Subsidiary, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the US Borrower or to another Subsidiary and Subsidiary, (viv) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary US Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the US Borrower and is not materially disadvantageous to the Lenders; provided, provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything 8.06 and (v) the US Borrower may sell, transfer, lease or otherwise dispose of stock of any Subsidiary and any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets, so long as the aggregate consideration received in any such transaction does not exceed $25,000,000 and shall be applied to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this extent required by Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time4.06.
(b) No Loan Party willThe US Borrower will not, nor and will it not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the US Borrower and its Subsidiaries on the date of execution of this Agreement and businesses which are, in the good faith judgment of the Board of Directorsreasonably related, similar, complimentary supportive or substantially related thereto or are reasonable extensions thereofancillary thereto.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 2 contracts
Sources: Credit Agreement (Navistar International Corp), Credit Agreement (Navistar International Corp)
Fundamental Changes. (a) No Loan Party willThe Parent Borrower will not, nor and will it not permit any Material Subsidiary to, merge into or amalgamate or consolidate with any other Person, or permit any other Person to merge into or amalgamate or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, or all or substantially all of the stock Capital Stock of any of its the Material Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate liquidate, wind up or dissolve, except that, (i) if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) continuing, any Subsidiary of the Person may amalgamate, consolidate or merge with or into any Borrower may merge into the Borrower in a transaction in which the so long as, if applicable, such Borrower is the surviving corporation, (ii) any Subsidiary may or amalgamate, consolidate or merge with or into any Loan Party in a transaction in which other Subsidiary so long as, if applicable, the surviving entity is a Loan PartySubsidiary, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (ivii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the any Borrower or to another Subsidiary and any other Subsidiary, or amalgamate, consolidate or merge with or into, any Borrower or any other Subsidiary, (viii) any Subsidiary that is not a Loan Party may liquidate make any Disposition permitted by Section 7.5 and (iv) any Subsidiary may liquidate, wind up or dissolve if the Loan Party which owns such Subsidiary Parent Borrower determines in good faith that such liquidation liquidation, winding up or dissolution is in the best interests of such Loan Party the Parent Borrower and is not materially disadvantageous to the Lenders; provided, provided that any such amalgamation, consolidation or merger involving a Person that is not a wholly owned Wholly-Owned Subsidiary immediately prior to such amalgamation, consolidation or merger shall not be permitted unless also permitted by Section 6.047.7; and provided further that if such amalgamation, consolidation or merger involves any Borrower, the continuing entity resulting from such combination shall, if reasonably requested by the Administrative Agent, execute and deliver an assumption agreement with respect to the Obligations of such Borrower together with supporting documentation and legal opinions, all in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary in the foregoing, each Loan Party the Parent Borrower and each of its Domestic Subsidiaries shall not be permitted to enter into an agreement to effect transfer or otherwise dispose of, including through any transaction of merger merger, amalgamation or consolidation that is not otherwise permitted under this Section 6.03 at a future time; providedconsolidation, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination substantial portion of the agreement within assets or operations of itself and such Domestic Subsidiaries taken as a reasonable time if whole to the conditions described in the preceding proviso have not been satisfied by such timeCanadian Borrower and its Subsidiaries.
(b) No Loan Party willThe Parent Borrower will not, nor and will it not permit any of its the Material Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Parent Borrower and its Subsidiaries on the date of execution of this Agreement and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially reasonably related thereto or are reasonable extensions thereofthereto.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 2 contracts
Sources: Credit Agreement (Domtar CORP), Credit Agreement (Domtar CORP)
Fundamental Changes. (a) No Loan Party willExcluding Permitted Acquisitions, nor the Parent will it not, and will not permit any Subsidiary of its Subsidiaries to, make any Acquisitions, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto thereto, no Event of Default shall have occurred and be continuing continuing, (i) any Subsidiary of the Borrower or any Loan Party may merge into with a Person if the Borrower in a transaction in which (or any other Loan Party if the Borrower is not a party to such merger) is the surviving corporationPerson, (ii) any Subsidiary Loan Party may merge into any Loan Party in a transaction in which the surviving entity is a another Loan Party, so long as the Borrower, Holdings and the Parent are at all times surviving entities, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another Subsidiary any Loan Party (other than Parent and Holdings), (viv) any Subsidiary that is not a Loan Party (other than the Borrower, Holdings and the Parent) may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the LendersLenders and (v) any Excluded Subsidiary may liquidate or dissolve or be merged into a Loan Party (other than Parent and Holdings) or another Excluded Subsidiary; provided, further, that any such merger involving a Person that is not a wholly owned Subsidiary of Borrower, the Parent or Holdings immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time7.4.
(b) No Loan Party willThe Borrower will not, nor and will it not permit the Parent or any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower Parent and its Subsidiaries on the date of execution of this Agreement hereof and businesses which are, in the good faith judgment or lines of the Board of Directors, similar, complimentary business incidental or substantially reasonably related thereto or are reasonable extensions thereofthereto.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 2 contracts
Sources: Credit Agreement (OneWater Marine Inc.), Credit Agreement (OneWater Marine Inc.)
Fundamental Changes. (a) No Loan Party Neither Holdings nor the Borrower will, nor will it they permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any Subsidiary of the Borrower may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary (other than the Borrower) may merge into any Loan Party other Subsidiary (other than the Borrower) in a transaction in which the surviving entity is a Loan PartySubsidiary, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to other than the Borrower or to another Subsidiary and (v) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the Lenders, (vi) any Subsidiary may merge with another entity to implement a Permitted Acquisition and (v) any Subsidiary of the Borrower may merge with another entity to implement a sale or other disposition of such Subsidiary otherwise permitted by this Agreement, provided that, after giving effect thereto, such Subsidiary shall no longer be a Subsidiary; provided, provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time.
(b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement Effective Date and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially reasonably related thereto or are reasonable extensions thereofthereto.
(c) The Borrower Holdings will not change engage in any business or activity other than the ownership of all the outstanding shares of capital stock of the Borrower and activities incidental thereto, including the conduct of stock repurchase programs, administering payrolls for executive officers and other activities incidental to its fiscal year which currently ends on December 31 existence as a publicly-owned holding company. Holdings will not own or acquire any assets (other than shares of each yearcapital stock of the Borrower, cash, promissory notes held pursuant to clause (g) of Section 6.04 and Permitted Investments) or incur any liabilities (other than liabilities under the Loan Documents, liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence and permitted business and activities). Holdings will not have any Subsidiaries, other than the Borrower and its Subsidiaries.
Appears in 2 contracts
Sources: Credit Agreement (Advance Auto Parts Inc), Credit Agreement (Advance Auto Parts Inc)
Fundamental Changes. (a) No Loan Party willEach of the Company and the Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any Subsidiary of the Borrower Person may merge into the Company or the Borrower in a transaction in which the Borrower Company or the Borrower, as applicable, is the surviving corporation, (ii) any Subsidiary Person may merge into any Loan Party Subsidiary in a transaction in which the surviving entity is a Loan Party, (iii) any Person may merge into any Loan Party Subsidiary; provided that if one of the parties to such merger is a Subsidiary Guarantor or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Qualified Subsidiary, such Loan Party the Subsidiary Guarantor or Material Foreign Qualified Subsidiary is shall be the surviving entity, (iviii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets (A) to the Borrower or to another Subsidiary; provided that if one of the parties to such transaction is a Subsidiary Guarantor or a Qualified Subsidiary, either (1) the Subsidiary Guarantor or Qualified Subsidiary shall be the transferee or (2) the transaction is permitted by Section 6.9 or (B) in a transaction permitted by Section 6.9, (iv) the Borrower may sell the Equity Interests in a Subsidiary in a transaction permitted by Section 6.9 and (v) any Subsidiary that which is not a Loan Party Subsidiary Guarantor or a Qualified Subsidiary may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party and is not materially disadvantageous to the Lenders; provided, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such timeBorrower.
(b) No Loan Party willEach of the Company and the Borrower will not, nor and will it not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Company, the Borrower and its Subsidiaries their Subsidiaries, taken as a whole, on the date of execution of this Agreement and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially reasonably related thereto or are reasonable extensions thereofthereto.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement (Healthcare Trust of America Holdings, LP), Revolving Credit and Term Loan Agreement (Healthcare Trust of America, Inc.)
Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, sell, transfer, lease or otherwise dispose Dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any Subsidiary of the Borrower Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary Person (other than the Borrower) may merge or consolidate with or into any Loan Party Restricted Subsidiary in a transaction in which the surviving entity is a Loan PartyRestricted Subsidiary or which is permitted as a Disposition under Section 6.04, (iii) any Person Restricted Subsidiary may merge into Dispose of its assets, and the Borrower or any Loan Party or Restricted Subsidiary may Dispose of any stock of any of its Subsidiaries in connection with a Permitted Acquisition so long asRestricted Subsidiaries, in the each case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Restricted Subsidiary or in a transaction which is permitted as a Disposition under Section 6.04 and (viv) any Restricted Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the Lenders; provided, provided that any such merger involving which is in the nature of a sale of a Person that is not a wholly owned Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time.
(b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Restricted Subsidiaries to, engage to any material extent in any change its line of business other than businesses from the lines of the type business conducted by the Borrower and its Restricted Subsidiaries on the date of execution of this Agreement and (other than businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary incidental or substantially related thereto or are reasonable extensions thereofthereto).
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 2 contracts
Sources: Credit Agreement (QVC Inc), Credit Agreement (QVC Inc)
Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary Guarantor to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary of may merge with a Person if the Borrower may merge into the Borrower in a transaction in which (or such Subsidiary if the Borrower is not a party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into another Subsidiary; provided, that if any Loan Party in party to such merger is a transaction in which Subsidiary Guarantor, the Subsidiary Guarantor shall be the surviving entity is a Loan PartyPerson, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another a Subsidiary Guarantor, and (viv) any Subsidiary that is not (other than a Loan Party Subsidiary Guarantor) may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower, and is not materially disadvantageous to the Lenders; provided, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time.
(b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement hereof and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially reasonably related thereto or are reasonable extensions thereof.
(c) thereto. The Borrower Special Purpose Subsidiaries will not change engage in any business other than to hold such assets and conduct such business as is consistent with its fiscal year which currently ends on December 31 of each year.purpose and businesses reasonably related thereto
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (Kayne Anderson Energy Development Co), Senior Secured Revolving Credit Agreement (Kayne Anderson Energy Development Co)
Fundamental Changes. (a) No Loan Party willExcluding Permitted Acquisitions, nor the Borrower will it not, and will not permit any Subsidiary of the Loan Parties to, make any Acquisitions, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries the Loan Parties (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing continuing, (i) any Subsidiary of the Borrower or any Loan Party may merge into with a Person if the Borrower in a transaction in which (or such Loan Party if the Borrower is not a party to such merger) is the surviving corporationPerson, (ii) any Subsidiary Loan Party may merge into any Loan Party in a transaction in which the surviving entity is a another Loan Party, so long as the Borrower and Parent are at all times surviving entities, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another Subsidiary the Parent, and (viv) any Subsidiary that is not a Loan Party (other than the Borrower or the Parent) may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the Lenders; provided, further, that any such merger involving a Person that is not a wholly owned Subsidiary of Borrower or Parent immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time7.4.
(b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries the Loan Parties to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries the Loan Parties on the date of execution of this Agreement hereof and businesses which are, in the good faith judgment or lines of the Board of Directors, similar, complimentary business incidental or substantially reasonably related thereto or are reasonable extensions thereofthereto.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 2 contracts
Sources: Credit Agreement (Malibu Boats, Inc.), Credit Agreement (Malibu Boats, Inc.)
Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary of may merge with a Person if the Borrower may merge into the Borrower in a transaction in which (or such Subsidiary if the Borrower is not a party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into another Subsidiary; provided, that if any Loan Party in a transaction in which the surviving entity party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another a Subsidiary Loan Party and (viv) any Subsidiary that is not (other than a Subsidiary Loan Party Party) may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous reasonably likely individually or in the aggregate to the Lendershave a Material Adverse Effect; provided, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time7.4.
(b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement hereof and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially reasonably related thereto or are reasonable extensions thereofthereto.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement (Stanley, Inc.), Revolving Credit and Term Loan Agreement (Stanley, Inc.)
Fundamental Changes. (a) No Loan Party will, nor The Borrower will it permit any Subsidiary to, not consolidate with or merge into or consolidate with any other Person, or permit any other Person or convey, transfer or lease its properties and assets substantially as an entirety to merge any Person, unless: (i) the Person formed by such consolidation or into which the Borrower is merged or consolidate with it, sell, the Person which acquires by conveyance or transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assetswhich leases, or all or substantially all the properties and assets of the stock Borrower substantially as an entirety shall be a Person (other than a natural person) organized and existing under the laws of the United States, any State thereof or the District of its Subsidiaries Columbia and shall expressly assume, by writing approved by the Administrative Agent, which approval shall not be unreasonably withheld, delayed or conditioned, the Borrower’s obligation for the due and punctual payment of the principal of and interest on all Loans and the performance of every covenant of this Agreement on the part of the Borrower to be performed; and (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and ii) immediately after giving effect thereto to such transaction, no Default or Event of Default shall have occurred and be continuing continuing. This paragraph (ia) any Subsidiary of the Borrower may merge into the Borrower in shall only apply to a transaction merger or consolidation in which the Borrower is not the surviving corporationPerson and to conveyances, leases and transfers by the Borrower as transferor or lessor.
(iib) Upon any Subsidiary may merge consolidation by the Borrower with or merger by the Borrower into any Loan Party other Person or any conveyance, transfer or lease of the properties and assets of the Borrower substantially as an entirety in a transaction in accordance with this Section 6.02(b), the successor Person formed by such consolidation or into which the surviving entity Borrower is a Loan Partymerged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Borrower under this Agreement with the same effect as if such successor Person had been named as the Borrower herein, and in the event of any such conveyance or transfer, the Borrower (iii) any which term shall for this purpose mean the Person may merge into any Loan Party named as the “Borrower” in the definition of such term or any of its Subsidiaries successor Person which shall theretofore become such in connection with a Permitted Acquisition so long asthe manner described in Section 6.02(a)), except in the case of a merger involving any Loan Party or Material Foreign Subsidiarylease, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and (v) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party and is not materially disadvantageous to the Lenders; provided, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge discharged of all outstanding Obligations obligations and covenants under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above may be dissolved and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time.
(b) No Loan Party will, nor will it permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially related thereto or are reasonable extensions thereofliquidated.
(c) The If, upon any such consolidation of the Borrower with or merger of the Borrower into any other Person, or upon any conveyance, lease or transfer of the property of the Borrower substantially as an entirety to any other Person, any Principal Property of the Borrower or of any Wholly-Owned Domestic Manufacturing Subsidiary (or any equity interests in or Debt of any Wholly-Owned Domestic Manufacturing Subsidiary) would thereupon become subject to any Lien, then unless such Lien could be created pursuant to Section 6.01 without equally and ratably securing the Loans, the Borrower, prior to or simultaneously with such consolidation, merger, conveyance, lease or transfer, will as to such Principal Property, equity interests in or Debt, secure the Loans outstanding hereunder (together with, if the Borrower shall so determine, any other Debt of the Borrower now existing or hereafter created which is not change its fiscal year subordinate in right of payment to indebtedness hereunder) equally and ratably with (or prior to) the Debt which currently ends on December 31 of each yearupon such consolidation, merger, conveyance, lease or transfer is to become secured as to such Principal Property, equity interests in or Debt by such Lien, or will cause such Loans to be so secured.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (RTX Corp), Bridge Credit Agreement (RTX Corp)
Fundamental Changes. (a) No Loan Party willEnter into any merger, nor will it permit any Subsidiary to, merge into consolidation or consolidate with any other Personamalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), sell, transfer, lease or otherwise dispose Dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, property or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolvebusiness, except that:
(a) any Subsidiary of the Borrower may be merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any directly or indirectly wholly-owned Subsidiary (provided that the continuing or surviving corporation shall be a Subsidiary); and
(b) any Subsidiary of the Borrower may Dispose of any or all of its assets (i) to the Borrower or any Subsidiary (upon voluntary liquidation or otherwise) or (ii) pursuant to a Disposition permitted by Section 6.5;
(c) the Borrower or a wholly-owned Subsidiary of the Borrower may merge with another corporation, if at provided (i) the time thereof Borrower or such wholly-owned Subsidiary (subject to clause (ii)), as the case may be, shall be the continuing or surviving corporation of such merger, or (ii) in the case of a wholly-owned Subsidiary of the Borrower which is merged into another corporation which is the continuing or surviving corporation of such merger, the Borrower shall cause such continuing or surviving corporation to be a wholly-owned Subsidiary of the Borrower; provided in the case of (i) and (ii) above, immediately before and after giving effect thereto to such merger no Default or Event of Default shall have occurred and be continuing continuing; and
(id) any Subsidiary provided no Default or Event of the Borrower may merge into the Borrower in a transaction in which the Borrower is the surviving corporationDefault shall have occurred and be continuing, (ii) any Subsidiary may merge into any Loan Party in a transaction in which the surviving entity is a Loan Partybe dissolved, (iii) any Person may merge into any Loan Party wound-up or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to liquidated if the Borrower or to another Subsidiary and (v) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party and the Borrower, is not materially disadvantageous to the Lenders; provided, that any such merger involving Lenders and could not reasonably be expected to have a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such timeMaterial Adverse Effect.
(b) No Loan Party will, nor will it permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially related thereto or are reasonable extensions thereof.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 2 contracts
Sources: Credit Agreement (Synopsys Inc), Credit Agreement (Synopsys Inc)
Fundamental Changes. (a) No Loan Party willThe Company will not, nor and will it not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Company or any Subsidiary of the Borrower may merge into with a Person if the Borrower in Company (or such Subsidiary if the Company is not a transaction in which the Borrower party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into any Loan Party in another Subsidiary or the Company; provided, however, that if the Company is a transaction in which party to such merger, the Company shall be the surviving entity Person, provided, further, that if any Subsidiary to such merger is a Loan Partyan Obligor, the Obligor shall be the surviving Person, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower Company or to another Subsidiary and an Obligor, (iv) ARPR, AIC or any Additional Obligor may liquidate or dissolve into the Company if such liquidation or dissolution does not have a Material Adverse Effect, (v) any other Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary Company determines in good faith that such liquidation or dissolution is in does not have a Material Adverse Effect and such Subsidiary liquidates or dissolves into another Obligor or the best interests of such Loan Party and is not materially disadvantageous to the LendersCompany; provided, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time.paragraph 6I.
(b) No Loan Party willThe Company will not, nor and will it not permit any of its Subsidiaries Subsidiary to, engage to any material extent in any business other than businesses of the type conducted by the Borrower Company and its Subsidiaries on the date of execution of this Agreement hereof and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially reasonably related thereto or are reasonable extensions thereofthereto.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 2 contracts
Sources: Note Purchase Agreement (Aaron Rents Inc), Note Purchase Agreement (Aaron Rents Inc)
Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary Guarantor to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary of may merge with a Person if the Borrower may merge into the Borrower in a transaction in which (or such Subsidiary if the Borrower is not a party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into another Subsidiary; provided, that if any Loan Party in party to such merger is a transaction in which Subsidiary Guarantor, the Subsidiary Guarantor shall be the surviving entity is a Loan PartyPerson, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another a Subsidiary Guarantor, and (viv) any Subsidiary that is not (other than a Loan Party Subsidiary Guarantor) may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower, and is not materially disadvantageous to the Lenders; provided, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time7.4.
(b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement hereof and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially reasonably related thereto or are reasonable extensions thereof.
(c) thereto. The Borrower Special Purpose Subsidiaries will not change engage in any business other than to hold such assets and conduct such business as is consistent with its fiscal year which currently ends on December 31 of each year.purpose and businesses reasonably related thereto
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (Kayne Anderson Energy Development Co), Revolving Credit Agreement (Kayne Anderson Energy Development Co)
Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Material Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferor lease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Material Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (ia) any Material Subsidiary of may merge or consolidate with the Borrower, provided that the Borrower may merge into shall be the Borrower in a transaction in which the Borrower is the continuing or surviving corporation, (iib) any Material Subsidiary may merge or consolidate with any one or more Subsidiaries; provided, that if any transaction shall be between a Subsidiary which is not a Wholly-Owned Subsidiary and a Wholly-Owned Subsidiary, the Wholly-Owned Subsidiary shall be the continuing or surviving corporation; (c) and any Subsidiary may merge into sell or transfer all or substantially all of its assets (upon voluntary liquidation or otherwise), to the Borrower or another Wholly-Owned Subsidiary; (d) any Loan Party in a transaction in Material Subsidiary which the surviving entity is a Loan Partyfinancial institution (excluding any Insurance Subsidiary) may consolidate with or be a party to a merger with another Person, (iii) any Person and may merge into any Loan Party dispose of all or any substantially all of its Subsidiaries in connection with a Permitted Acquisition so long asassets, in and the case of a merger involving any Loan Party Borrower or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any another Subsidiary may sell, transfer, lease transfer or otherwise dispose of its assets the Capital Stock of any such Material Subsidiary, in each case, pursuant to a divestiture of such Material Subsidiary which is specifically mandated by a regulatory authority having jurisdiction over the Borrower or to another Subsidiary and (v) any Subsidiary its Subsidiaries, provided that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party and is not materially disadvantageous to the Lenders; provided, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting at the respective transaction (time of such divestiture and any related financing immediately after giving effect thereto, no Default or other transactions) in accordance with the requirements Event of Section 9.02 or Default shall exist and (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) divestiture could not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure reasonably be expected to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within have a reasonable time if the conditions described in the preceding proviso have not been satisfied by such timeMaterial Adverse Effect.
(b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses substantially the same as presently conducted or such other businesses that are reasonably related thereto, including any business in which a “financial holding company” (as defined in Section 4(k) of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially related thereto or are reasonable extensions thereofBank Holding Company Act (12 U.S.C. §1841)) may engage.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Landamerica Financial Group Inc), Revolving Credit Agreement (Landamerica Financial Group Inc)
Fundamental Changes. (a) No Loan Party willHoldings and the Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferor lease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) any Subsidiary of Holdings other than the Borrower may consolidate or merge with or into a Person if the Borrower in Person formed by or surviving such consolidation or merger is, or immediately following such consolidation or merger becomes, a transaction in which the Borrower is the surviving corporationSubsidiary Loan Party, (ii) any Subsidiary may consolidate or merge with or into another Subsidiary; provided, that if any Loan Party in a transaction in which the surviving entity party to such consolidation or merger is a Subsidiary Loan Party, the Person formed by or surviving such consolidation or merger must be, or immediately following such consolidation or merger become, a Subsidiary Loan Party, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to Holdings, the Borrower or to another a Subsidiary Loan Party and (viv) any Subsidiary that is not (other than a Subsidiary Loan Party Party) may liquidate or dissolve if the Loan Party which owns such Subsidiary Holdings determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party Holdings and is not materially disadvantageous to the Lenders; provided, that any such consolidation or merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such consolidation or merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time7.4.
(b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement hereof and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially reasonably related thereto or are reasonable extensions thereofthereto.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Swift Transportation Co Inc), Revolving Credit Agreement (Swift Transportation Co Inc)
Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of or other equity interest in any of its Subsidiaries (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, then (i) the Borrower or any Subsidiary may merge with a Person 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 into another Subsidiary; (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower and (iv) any Subsidiary may sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of or other equity interest or may liquidate or dissolve if no Default or Event of Default has occurred and is continuing or would result therefrom, and the Borrower determines in good faith that such sale, lease, transfer, disposition, liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, however, that (x) in no event shall any such merger, consolidation, sale, transfer, lease or other disposition whether or not otherwise permitted by this Section 7.3 have the effect of releasing the Borrower from any of its obligations and liabilities under this Agreement or the other Loan Documents and (y) in no event shall the Borrower merge or consolidate with or into any other Person, or sell, assign, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries business and assets (in each case, whether now owned or hereafter acquired)) to, or liquidate or dissolveany Person, except that, if at pursuant to Section 14 or Section 15 (to the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (iextent it applies to a merger pursuant to Section 14) any Subsidiary of the Borrower may merge into the Partnership Agreement.
(b) The Borrower in a transaction in which the Borrower is the surviving corporationshall not lease, (ii) any Subsidiary may merge into any Loan Party in a transaction in which the surviving entity is a Loan Party, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease sell or otherwise dispose of its assets to any other Person except: (i) sales of inventory and other assets in the ordinary course of business, (ii) leases, sales or other dispositions of its assets that, together with all other assets of Borrower previously leased, sold or disposed of (other than disposed of pursuant to another Subsidiary this Section 7.3(b)) during the twelve-month period ending with the month in which any such lease, sale or other disposition occurs, do not constitute a substantial portion of the assets of Borrower, (iii) sales of assets which are concurrently leased back, (iv) dispositions of assets which are obsolete or no longer used or useful in the business of Borrower, and (v) any Subsidiary that is not a Loan Party may liquidate as permitted pursuant to Section 14 or dissolve if the Loan Party which owns such Subsidiary determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party and is not materially disadvantageous Section 15 (to the Lenders; provided, that any such extent it applies to a merger involving a Person that is not a wholly owned Subsidiary immediately prior pursuant to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i14) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such timeBorrower Partnership Agreement.
(bc) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses the operation of the type conducted by Pipeline, the Borrower construction and its Subsidiaries on operation of additions, extensions and expansions related to the date Pipeline, the ownership and operation of execution any other pipelines, gas storage facilities and related equipment and Property, and services related to the transportation and marketing of this Agreement and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially related thereto or are reasonable extensions thereofnatural gas.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Tc Pipelines Lp), Revolving Credit Agreement (Northern Border Pipeline Co)
Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary of the Borrower may merge into the Borrower in with a transaction in which Person if (x) the Borrower is the surviving corporationPerson or (y) if the Borrower is not a party to such merger, such Subsidiary is the surviving Person or the surviving Person shall become a Subsidiary Loan Party pursuant to Section 5.11, (ii) any Subsidiary may merge into another Subsidiary; provided, that if any Loan Party in a transaction in which the surviving entity party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person or the surviving Person shall become a Subsidiary Loan Party pursuant to Section 5.11, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another a Subsidiary Loan Party or in connection with a Disposition permitted pursuant to Section 7.6 and (viv) any Subsidiary that is not (other than a Subsidiary Loan Party Party) may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the Lenders; provided, that any such merger permitted pursuant to this Section 7.3 involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time7.4.
(b) No Loan Party will, nor will it permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially related thereto or are reasonable extensions thereof.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement (Strayer Education Inc), Revolving Credit and Term Loan Agreement (Strayer Education Inc)
Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary of may merge with a Person if the Borrower may merge into the Borrower in a transaction in which (or such Subsidiary if the Borrower is not a party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into another Subsidiary; provided, that if any Loan Party in a transaction in which the surviving entity party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another a Subsidiary Loan Party and (viv) any Subsidiary that is not (other than a Subsidiary Loan Party Party) may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the Lenders; provided, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time7.4.
(b) No Loan Party will, nor will it permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially related thereto or are reasonable extensions thereof.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement (JTH Holding, Inc.), Revolving Credit Agreement (JTH Holding, Inc.)
Fundamental Changes. (a) No Loan Party willThe Parent and the Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all any substantial part of its assets, or all or substantially all of the stock of any of its Subsidiaries Subsidiary (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any Subsidiary of the Borrower Person may merge into the Parent or the Borrower in a transaction in which the Borrower Parent or the Borrower, as the case may be, is the surviving corporation, (ii) any Subsidiary Person may merge into any Loan Party Subsidiary in a transaction in which the surviving entity is a Loan PartySubsidiary, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Parent, the Borrower or to another Subsidiary Loan Party, (iv) any disposition of assets constituting an investment permitted by Section 6.05(c) shall be permitted and (v) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower or the Parent (as the case may be) determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower or the Parent (as the case may be) and is not materially disadvantageous to the Lenders; provided, provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time6.05.
(b) No Loan Party willThe Parent and the Borrower will not, nor and will it not permit any of its Subsidiaries Subsidiary to, engage to any material extent in any business other than businesses of the type conducted by the Parent, the Borrower and its the Subsidiaries on the date of execution of this Agreement and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary reasonably related or substantially related thereto or are reasonable extensions thereofincidental thereto.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 2 contracts
Sources: Credit Agreement (Abercrombie & Fitch Co /De/), Credit Agreement (Abercrombie & Fitch Co /De/)
Fundamental Changes. (a) No Loan Party willThe US Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assetsassets (other than sales of Receivables, operating leases through its leasing Subsidiaries or interests therein in the ordinary course of business for finance companies by the US Borrower or a Securitization Subsidiary in connection with a Qualified Securitization Transaction), or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing continuing, (i) any Subsidiary of the Borrower Person may merge into the any Borrower in a transaction in which the such Borrower is the surviving corporation, (ii) any Subsidiary Person (other than the US Borrower) may merge into any Loan Party Subsidiary in a transaction in which the surviving entity is a Loan Partydirect or indirect Subsidiary, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the US Borrower or to another Subsidiary and Subsidiary, (viv) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary US Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the US Borrower and is not materially disadvantageous to the Lenders; provided, provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything 8.06 and (v) the US Borrower may sell, transfer, lease or otherwise dispose of stock of any Subsidiary and any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets, so long as the aggregate consideration received in any such transaction does not exceed $25,000,000 and shall be applied to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this extent required by Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time4.06.
(b) No Loan Party willThe US Borrower will not, nor and will it not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the US Borrower and its Subsidiaries on the date of execution of this Agreement and businesses which are, in the good faith judgment of the Board of Directorsreasonably related, similar, complimentary supportive or substantially related thereto or are reasonable extensions thereofancillary thereto.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 2 contracts
Sources: Credit Agreement (Navistar International Corp), Credit Agreement (Navistar Financial Corp)
Fundamental Changes. (a) No Loan Party willThe Company will not, nor and will it not permit any Material Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) assets (including capital stock of Subsidiaries) constituting all or substantially all of its assets, or all or substantially all the assets of the stock of any of its Company and the Subsidiaries on a consolidated basis (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any Subsidiary of the Borrower may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) Company or any Subsidiary may merge into or consolidate with any Loan Party in a transaction in which the surviving entity is a Loan Party, Person; PROVIDED that (iiiA) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of any merger or consolidation involving the Company, the Company shall be the continuing or surviving corporation and (B) in the case of any merger or consolidation involving a Subsidiary (other than a merger involving any Loan Party or Material Foreign consolidation with the Company), the surviving entity shall be a Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (ivii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower Company or to another Subsidiary and Subsidiary, (viii) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary Company determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Company and is not materially disadvantageous to the Lenders; provided, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to (iv) the contrary in Company may effect the foregoing, each Loan Party Recapitalization and each of its Subsidiaries shall be permitted to enter into an agreement to (v) the Company may effect any transaction of merger or consolidation that is not otherwise asset transfers permitted under this Section 6.03 at a future time; provided, that such agreement shall 6.05 by causing Subsidiaries (other than Borrowing Subsidiaries) to be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing merged with or into other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such timePersons.
(b) No Loan Party willThe Company will not, nor and will it not permit any of its Subsidiaries Subsidiary to, engage to any material extent in any business other than businesses of the type type, or involving similar themes, content and customer orientation, as the business conducted by the Borrower Company and its Subsidiaries and by Reiman on the date of execution of this Agreement hereof, businesses reasonably related thereto and businesses which are, in the good faith judgment ▇▇▇▇▇sions thereof consisting of the Board licensing of Directors, similar, complimentary or substantially related thereto or are reasonable extensions thereofIntellectual Property.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 2 contracts
Sources: Term Loan Agreement (Readers Digest Association Inc), Five Year Revolving Credit and Competitive Advance Facility Agreement (Readers Digest Association Inc)
Fundamental Changes. (a) No Loan Party will, nor will it permit any Subsidiary to, merge Merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or any line of business or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Event of Default shall have occurred and be continuing (except, in the case of an Acquisition subject to the Incremental Funds Certain Provision, in which case there is no Default or Event of Default immediately before or immediately after execution and delivery of the applicable Acquisition Agreement and there is no Specified Event of Default at the date the applicable Permitted Acquisition is consummated) (i) the Borrower or any Subsidiary of may merge with a Person pursuant to a Permitted Acquisition if the Borrower may merge into the Borrower in a transaction in which (or such Subsidiary if the Borrower is not a party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into another Subsidiary; provided, that if any Loan Party in party to such merger is a transaction in which Guarantor, the Guarantor shall be the surviving entity is a Loan PartyPerson, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another Subsidiary any Loan Party and (viv) any Subsidiary that is not (other than a Loan Party Guarantor) may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the Lenders; provided, provided that (x) its assets are all disposed of pursuant to Section 2.12(a) and (y) any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time7.4.
(b) No Loan Party will, nor will it permit any of its Subsidiaries to, engage to any material extent Engage in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement hereof and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially reasonably related thereto or are reasonable extensions thereofthereto.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 2 contracts
Sources: Credit Agreement (Cross Country Healthcare Inc), Credit Agreement (Cross Country Healthcare Inc)
Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing continuing:
(i) the Borrower or any Subsidiary of may merge with a Person if the Borrower may merge into the Borrower in a transaction in which (or such Subsidiary if the Borrower is not a party to such merger) is the surviving corporation, Person,
(ii) any Subsidiary may merge into another Subsidiary, provided that if any Loan Party in a transaction in which the surviving entity party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving Person,
(iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another a Subsidiary and Loan Party, and
(viv) any Subsidiary that is not (other than a Subsidiary Loan Party Party) may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the Lenders; provided, further, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time7.4.
(b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement hereof and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary reasonably related or substantially related thereto or are reasonable extensions thereofancillary thereto.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 2 contracts
Sources: Credit Agreement (Apollo Medical Holdings, Inc.), Credit Agreement (Apollo Medical Holdings, Inc.)
Fundamental Changes. (a) No Loan Party willThe Parent will not, nor and will it not permit the Borrower or any Subsidiary (other than NMTC Subsidiaries to the extent not reasonably expected to result in a Material Adverse Effect) to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries assets (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof provided that both immediately before and immediately after giving effect thereto thereto, no Event of Default shall have occurred and be continuing or would exist:
(i) the Parent may merge or consolidate with any Subsidiary Person, provided that (A) the Parent shall be the surviving entity thereof, (B) the Parent shall have satisfied the notice requirements in Section 6.1(e) with respect thereto, and (C) immediately after giving effect thereto, the Loan Parties shall be in compliance on a pro forma basis with all Financial Covenants as of the most recent fiscal quarter end (assuming, for purposes of the Financial Covenants, that all mergers, acquisitions and dispositions consummated since the first day of such fiscal quarter, had occurred on the first day of such fiscal quarter);
(ii) the Borrower may merge or consolidate with any Subsidiary Guarantor, provided that the Borrower shall be the surviving entity;
(iii) the Borrower may merge or consolidate with any other Person, provided that (A) the Borrower shall be the surviving entity, (B) the Parent shall have satisfied the requirements in Section 6.1(e) with respect thereto, and (C) immediately after giving effect thereto, the Loan Parties shall be in compliance on a pro forma basis with all Financial Covenants as of the most recent fiscal quarter end (assuming, for purposes of the Financial Covenants, that all mergers, acquisitions and dispositions consummated since the first day of such fiscal quarter, had occurred on the first day of such fiscal quarter);
(A) any Subsidiary may merge or consolidate with or into the Borrower in a transaction in which the Borrower is the surviving corporationPerson, (iiB) any Subsidiary Guarantor may merge or consolidate with or into any Subsidiary in a transaction in which a Subsidiary Guarantor is the surviving Person, and (C) any Excluded Subsidiary may merge or consolidate with or into any other Subsidiary (including another Excluded Subsidiary) in a transaction in which such other Subsidiary is the surviving Person;
(v) any Subsidiary may merge into or consolidate with any Loan Party in a transaction in which the surviving entity is a Loan Partyother Person, provided that (iiiA) any Person may merge into any Loan Party immediately after giving effect thereto, no Default shall or any of its Subsidiaries in connection with a Permitted Acquisition so long aswould exist, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, and (B) either (1)(a) such Loan Party or Material Foreign Subsidiary is the surviving entityPerson, and (b) such merger or consolidation is not prohibited by Section 7.5, or (2)(a) such other Person is the surviving Person, and (b)(i) such merger or consolidation is not prohibited by Section 7.7, or (ii) such merger or consolidation is not prohibited by Section 7.5 and such other Person shall become a Subsidiary Guarantor in accordance with Section 6.11;
(vi) (A) the Parent may sell, transfer, lease or otherwise dispose of all or substantially all of its assets (other than Equity Interests in the Borrower) to any Person, (ivB) 1821445.29\C072091\0303228 the Borrower may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to any Subsidiary Guarantor, (C) any Subsidiary Guarantor may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to any other Subsidiary Guarantor (upon voluntary liquidation or dissolution or otherwise), and (D) any Excluded Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or any Subsidiary (upon voluntary liquidation or dissolution or otherwise);
(vii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and (v) any Subsidiary that is not in a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party and is not materially disadvantageous to the Lenders; provided, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under by this Section 6.03 at a future time; provided7.3(a), provided that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing sale, transfer, lease or other transactionsdisposition is permitted by Section 7.7; and
(viii) in accordance with any Subsidiary may liquidate, wind up or dissolve so long as (A) the requirements assets of Section 9.02 any such Subsidiary that is a Subsidiary Guarantor are transferred to the Borrower or another Subsidiary Guarantor, or (iiB) the satisfaction and discharge assets of all outstanding Obligations under this Agreement and any such Subsidiary that is an Excluded Subsidiary are transferred to the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees Borrower or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such timeSubsidiary.
(b) No Loan Party willThe Parent will not, nor and will it not permit any of its subsidiary thereof (other than NMTC Subsidiaries to the extent not reasonably expected to result in a Material Adverse Effect) to, engage to any material extent in any business other than businesses of the type conducted by the Parent, the Borrower and its the Subsidiaries on the date of execution of this Agreement Fourth Restatement Closing Date and businesses which areare now, or which in the good faith judgment of the Board of Directorsfuture shall have become, similar, complimentary or substantially reasonably related thereto or are a reasonable extensions extension thereof.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 2 contracts
Sources: Credit and Guarantee Agreement (General Communication Inc), Credit and Guarantee Agreement (Gci Inc)
Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary of may merge with a Person if the Borrower may merge into the Borrower in a transaction in which (or such Subsidiary if the Borrower is not a party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into another Subsidiary; provided, that if any Loan Party in a transaction in which the surviving entity party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another a Subsidiary and Loan Party, (viv) any Subsidiary that is not (other than a Subsidiary Loan Party Party) may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the Lenders; provided, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to 7.4 and (v) the contrary in foregoing shall not prohibit the foregoing, each Loan Party and each incurrence of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not Liens otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such timeAgreement.
(b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement hereof and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially reasonably related thereto or are reasonable extensions thereofthereto.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement (Easylink Services International Corp), Revolving Credit and Term Loan Agreement (Easylink Services International Corp)
Fundamental Changes. (a) No Loan Party Neither Holdings nor the Borrower will, nor will it they permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any Subsidiary of the Borrower may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary (other than the Borrower) may merge into any Loan Party other Subsidiary (other than the Borrower) in a transaction in which the surviving entity is a Loan PartySubsidiary, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to other than the Borrower or to another Subsidiary and (v) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the Lenders, (vi) any Subsidiary may merge with another entity to implement a Permitted Acquisition and (v) any Subsidiary of the Borrower may merge with another entity to implement a sale or other disposition of such Subsidiary otherwise permitted by this Agreement, provided that, after giving effect thereto, such Subsidiary shall no longer be a Subsidiary; provided, provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time.
(b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement Revolving Effective Date and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially reasonably related thereto or are reasonable extensions thereofthereto.
(c) The Borrower Holdings will not change engage in any business or activity other than the ownership of all the outstanding shares of capital stock of the Borrower and activities incidental thereto, including the conduct of stock repurchase programs, administering payrolls for executive officers and other activities incidental to its fiscal year which currently ends on December 31 existence as a publicly- owned holding company. Holdings will not own or acquire any assets (other than shares of each yearcapital stock of the Borrower, cash, promissory notes held pursuant to clause (g) of Section 6.04 and Permitted Investments) or incur any liabilities (other than liabilities under the Loan Documents, liabilities under the “Loan Documents” as such term is defined in the Revolving Credit Agreement, liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence and permitted business and activities). Holdings will not have any Subsidiaries, other than the Borrower and its Subsidiaries.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (Advance Auto Parts Inc), Term Loan Credit Agreement (Advance Auto Parts Inc)
Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing continuing, (i) the Borrower or any Subsidiary of may merge with a Person if the Borrower may merge into the Borrower in a transaction in which (or such Subsidiary if the Borrower is not a party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into another Subsidiary, provided that if any Loan Party in a transaction in which the surviving entity party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another a Subsidiary Loan Party, and (viv) any Subsidiary that is not (other than a Subsidiary Loan Party Party) may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the Lenders; provided, further, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time7.4.
(b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement health care information technology and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially reasonably related thereto or are reasonable extensions thereofthereto.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Healthstream Inc), Revolving Credit Agreement (Healthstream Inc)
Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary of may merge with a Person if the Borrower may merge into the Borrower in a transaction in which (or such Subsidiary if the Borrower is not a party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into another Subsidiary; provided, that if any Loan Party in a transaction in which the surviving entity party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another a Subsidiary Loan Party and (viv) any Subsidiary that is not (other than a Subsidiary Loan Party Party) may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the Lenders; provided, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time7.4.
(b) No Loan Party willExcept for ancillary or complementary lines of business, nor or other lines of business added through growth or development of Borrower’s current line of business, the Borrower will it not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement hereof and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially reasonably related thereto or are reasonable extensions thereofthereto.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Rollins Inc), Revolving Credit Agreement (Rollins Inc)
Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any Subsidiary of the Borrower Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary Subsidiary/Person may merge into any Loan Party Subsidiary in a transaction in which the surviving entity is a Loan PartySubsidiary, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another a Subsidiary and Guarantor (vsubject to the limitations of Section 6.04), (iv) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the Lenders, (v) the Borrower may effect the 2008 Restructuring and (vi) the Borrower or any Subsidiary may sell all of the Equity Interest of a Subsidiary, and a Subsidiary may sell, lease, transfer or otherwise dispose of assets, if permitted under Section 6.05; provided, provided that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time.
(b) No Loan Party will, nor will it The Borrower shall not change any of and shall not permit any Subsidiary to change (i) its corporate name, (ii) the name under which it does business, (iii) its type of its Subsidiaries toorganization or (iv) the jurisdiction in which it is organized, engage to any material extent unless, in any business other than businesses each case, (1) each of the type conducted by Administrative Agent, the Issuing Bank, the Swingline Lender and each Lender shall have received not less than thirty (30) days’ prior written notice thereof and (2) the Borrower and its Subsidiaries on has taken all action required to maintain the date Administrative Agent’s first priority perfected Lien for the benefit of execution of this Agreement and businesses which are, the Secured Parties in the good faith judgment of the Board of Directors, similar, complimentary or substantially related thereto or are reasonable extensions thereofCollateral.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 2 contracts
Sources: Credit Agreement (Johnson Outdoors Inc), Credit Agreement (Johnson Outdoors Inc)
Fundamental Changes. (a) No Loan Party willEach of the Parent and the Borrower will not, nor and will it not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its the Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), except as permitted pursuant to Section 6.13, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing continuing, (i) any Subsidiary of the Borrower Person may merge into the Parent or the Borrower in a transaction in which the Borrower Parent or the Borrower, respectively, is the surviving corporationPerson, (ii) any Subsidiary Person may merge into any Loan Party Guarantor in a transaction in which the surviving entity is a wholly-owned, directly or indirectly, by the Borrower and such surviving entity is such Guarantor or expressly assumes in writing (in form and substance satisfactory to the Administrative Agent) all obligations of such Guarantor under the Loan PartyDocuments, (iii) any Person may merge into any Loan Party Restricted Subsidiary that is not a Guarantor in a transaction in which the surviving entity is wholly-owned, directly or any of its Subsidiaries in connection with indirectly, by the Borrower and, if such surviving entity constitutes a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Domestic Subsidiary, the Parent, the Borrower and such Loan Party or Material Foreign Subsidiary is surviving entity comply with the surviving entityrequirements of Section 5.13, (iv) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Parent, the Borrower or to another Restricted Subsidiary and (v) any Restricted Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary Parent or the Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Parent and the Borrower and is not materially disadvantageous to the Lenders; provided, provided that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time.
(b) No Loan Party willThe Parent and the Borrower will not, nor and will it not permit any of its Subsidiaries Restricted Subsidiary to, engage to any material extent in any business other than businesses of the type conducted by the Parent, the Borrower and its the Restricted Subsidiaries on the date of execution of this Agreement and businesses which arereasonably related thereto. From and after the date hereof, the Parent and the Borrower will not, and will not permit any Restricted Subsidiary to, acquire or make any other expenditures (whether such expenditure is capital, operating or otherwise) in or related to any Oil and Gas Properties not located within the good faith judgment geographical boundaries of the Board United States or form or acquire any Subsidiary organized under any jurisdiction outside of Directors, similar, complimentary or substantially related thereto or are reasonable extensions thereofthe United States.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 2 contracts
Sources: Credit Agreement (Penn Virginia Corp), Credit Agreement (Penn Virginia Corp)
Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into into, acquire or consolidate with any other Person, or permit any other Person (including but not limited to any professional association) to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all any substantial part of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any Subsidiary of the Borrower may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Loan Party Subsidiary in a transaction in which the surviving entity is a Loan PartySubsidiary, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and (viv) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the Lenders; provided, provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time.
(b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type business conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially related thereto or are reasonable extensions thereofAgreement.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 2 contracts
Sources: Credit Agreement (United Surgical Partners International Inc), Credit Agreement (United Surgical Partners International Inc)
Fundamental Changes. (a) No Loan Party Neither the Parent nor the Borrower will, nor and neither of them will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) the Parent may merge with or into any Subsidiary of other Person so long as the Parent is the surviving entity, (ii) the Borrower may merge with or into the Borrower in a transaction in which any other Person so long as the Borrower is the surviving corporationentity and remains a wholly owned subsidiary of the Parent, (iiiii) any Subsidiary may merge with or into any Loan Party other wholly owned Subsidiary in a transaction in which the surviving entity is a Loan Party, (iii) Subsidiary and any Person Subsidiary may merge with or into any Loan Party or any of its Subsidiaries Borrower in connection with a Permitted Acquisition so long as, transaction in which the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary Borrower is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and (v) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the its best interests of such Loan Party and is not materially disadvantageous to the Lenders; provided, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time.
(b) No Loan Party Neither the Parent nor the Borrower will, nor and neither of them will it permit any Subsidiary to, and the Parent will not permit any of its Subsidiaries toother subsidiaries, to engage to any material extent in any business other than a Qualifying Business and any businesses incidental, related or ancillary to, or which are entered into as a means of facilitating or enhancing, any of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially related thereto or are reasonable extensions thereofforegoing.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 2 contracts
Sources: Credit Agreement (Jato Communications Corp), Credit Agreement (Jato Communications Corp)
Fundamental Changes. (a) No Loan Party willThe Sponsor will not, nor and will it not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Credit Event of Default shall have occurred and be continuing (i) the Sponsor or any Subsidiary of the Borrower may merge into with a Person if the Borrower in Sponsor (or such Subsidiary if the Sponsor is not a transaction in which the Borrower party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into any Loan Party in another Subsidiary or the Sponsor; provided, however, that if the Sponsor is a transaction in which party to such merger, the Sponsor shall be the surviving entity Person, provided, further, that if any Subsidiary to such merger is a Loan PartyGuarantor, the Guarantor shall be the surviving Person, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower Sponsor or to another Subsidiary a Guarantor, and (viv) any other Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary Sponsor determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party and the Sponsor, is not materially disadvantageous to the LendersParticipants, and such Subsidiary dissolves into another Guarantor or the Sponsor; provided, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time8.4.
(b) No Loan Party willThe Sponsor will not, nor and will it not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower Sponsor and its Subsidiaries on the date of execution of this Agreement hereof and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially reasonably related thereto or are reasonable extensions thereofthereto.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 2 contracts
Sources: Loan Facility Agreement (Aaron's Inc), Loan Facility Agreement (Aaron Rents Inc)
Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve, except that, ; provided that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary of may merge with a Person if the Borrower may merge into the Borrower in a transaction in which (or such Subsidiary if the Borrower is not a party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into another Subsidiary; provided that if any Loan Party in a transaction in which the surviving entity party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party shall be the surviving Person, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another a Subsidiary Loan Party and (viv) any Subsidiary that is not (other than a Subsidiary Loan Party Party) may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the Lenders; provided, provided that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless the corresponding Investment (as such term is defined in Section 7.4 below), if any, is also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time7.4.
(b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement hereof and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially reasonably related thereto or are reasonable extensions thereofthereto.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 2 contracts
Sources: Revolving Credit Agreement (American Healthways Inc), Revolving Credit Agreement (American Healthways Inc)
Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary of its Restricted Subsidiaries to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing ; provided that (i) any Subsidiary of the Borrower or any Restricted Subsidiary may merge with a Person if the Borrower (or such Restricted Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Restricted Subsidiary may merge into the Borrower in a transaction in which or another Restricted Subsidiary, provided that if any party to such merger is the Borrower is or a Subsidiary Loan Party, the Borrower or such Subsidiary Loan Party, as applicable, shall be the surviving corporation, (ii) any Subsidiary may merge into any Loan Party in a transaction in which the surviving entity is a Loan PartyPerson, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another a Subsidiary and Loan Party, (viv) any Restricted Subsidiary that is not (other than a Subsidiary Loan Party Party) may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the Lenders; provided, further, that any such merger transaction involving a Person that is not a wholly owned Wholly Owned Subsidiary immediately prior to such merger transaction shall not be permitted unless also permitted by Sections 7.4 and 7.6 and (v) so long as no Event of Default exists or would result therefrom, any merger, consolidation or other fundamental change necessary to effect a Permitted Acquisition, Investment permitted by Section 6.04. Notwithstanding anything to 7.4 and other transactions permitted by Section 7.6; provided that the contrary in the foregoing, each Loan Party and each of its Subsidiaries continuing or surviving Person shall be permitted to enter into an agreement to effect any transaction of merger or consolidation a Restricted Subsidiary that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance have complied with the requirements of Section 9.02 5.10. Any reference in this Section 7.3 or in Section 7.6 to a combination, merger, consolidation, disposition, dissolution, liquidation or transfer shall be deemed to apply to a Division (iior the unwinding of such a Division) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees as if it were a combination, merger, consolidation, disposition, dissolution, transfer or damages on any Loan Party similar term, as applicable, to or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within with a reasonable time if the conditions described in the preceding proviso have not been satisfied by such timeseparate Person.
(b) No Loan Party will, nor will it permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially related thereto or are reasonable extensions thereof.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement (Amneal Pharmaceuticals, Inc.), Revolving Credit and Term Loan Agreement (Amneal Pharmaceuticals, Inc.)
Fundamental Changes. (a) No The Loan Party willParties will not, nor and will it not permit any Subsidiary of their Restricted Subsidiaries to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided that (x) Investments pursuant to Section 7.4(h) are permitted and (y) if, except that, if at the time thereof and immediately after giving effect thereto thereto, no Event of Default shall have occurred and be continuing continuing, (i) any Subsidiary of the Borrower or any Restricted Subsidiary may merge into with a Person if the Borrower in (or a transaction in which Restricted Subsidiary if the Borrower is not a party to such merger) is the surviving corporationPerson, (ii) any Restricted Subsidiary may merge into another Restricted Subsidiary; provided that if any Loan Party in party to such merger is a transaction in which Guarantor, the Guarantor shall be the surviving entity is a Loan PartyPerson, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another Subsidiary a Guarantor, and (viv) to the extent it has sold, transferred or otherwise disposed of all of its assets to the Borrower or to a Guarantor, any Restricted Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the Lenders; provided, further, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time7.4; provided, further, that such agreement the Closing Date Merger shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such timepermitted.
(b) No The Loan Party willParties will not, nor and will it not permit any of its their Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower Loan Parties and its their Restricted Subsidiaries on the date of execution of this Agreement Closing Date and businesses which arereasonably related, in the good faith judgment of the Board of Directors, similar, complimentary ancillary or substantially related complementary thereto or are a reasonable extensions extension thereof.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement (Repay Holdings Corp), Revolving Credit and Term Loan Agreement (Repay Holdings Corp)
Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor -------------------- will it permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any Subsidiary of the Borrower Person may merge into the Borrower in or a Restricted Subsidiary (other than a License Subsidiary) pursuant to a transaction in which that constitutes a Permitted Acquisition, provided that the -------- survivor of such merger is the Borrower is the surviving corporationor a Restricted Subsidiary, as applicable; (ii) any Restricted Subsidiary (other than a License Subsidiary) may merge into any Loan Party other Restricted Subsidiary (other than a License Subsidiary) in a transaction in which the surviving entity is a Loan PartyRestricted Subsidiary, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Restricted Subsidiary and (vother than a License Subsidiary) or (iv) any Restricted Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the its best interests of such Loan Party and is not materially disadvantageous to the Lenders; provided, provided -------- that any such merger involving a the Borrower or any Person that is not a wholly owned Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time.
(b) No Loan Party willThe Borrower will not, nor will it permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower telecommunications and its Subsidiaries on the date of execution of this Agreement data networking business and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially related thereto or are reasonable extensions thereofthereto.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 2 contracts
Sources: Credit Agreement (Advanced Radio Telecom Corp), Working Capital Credit Agreement (Advanced Radio Telecom Corp)
Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Material Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any Subsidiary of the Borrower Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, corporation and (ii) any Subsidiary Person (other than the Borrower) may merge into any Loan Party Subsidiary in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a Restricted Collateral Party, a Collateral Party or a Loan Party) is a Restricted Collateral Party, a Collateral Party or a Loan Party, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in as the case of a merger involving any Loan Party or Material Foreign Subsidiarymay be, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and (v) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party and is not materially disadvantageous to the Lenders; provided, provided that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time.
(b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries Material Subsidiary to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its the Subsidiaries on the date of execution of this Agreement Effective Date and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially reasonably related thereto or are reasonable extensions thereofthereto.
(c) The Borrower will not, and will not change permit any other Loan Party, to sell, transfer, lease or otherwise dispose of all or substantially all its fiscal year assets, provided that this clause (c) shall not prohibit any such sale, transfer, lease or other disposition (i) by any Collateral Party to any other Collateral Party, (ii) by any wholly-owned Subsidiary (other than a Collateral Party) to the Borrower or any other wholly-owned Subsidiary or (iii) of assets the aggregate fair value of which, determined as of the date of such sale, transfer, lease or other disposition and when combined with the aggregate fair value of all assets sold, transferred, leased or otherwise disposed of pursuant to this clause (iii) (in each case, determined as of the date of the sale, transfer, lease or other disposition of the applicable assets), does not exceed 15% of the consolidated assets of the Loan Parties as determined on such date. Notwithstanding the foregoing, (A) no Restricted Collateral Party may issue any Equity Interests (other than to the Borrower or to another wholly-owned Subsidiary), (B) neither the Borrower nor any other Subsidiary may sell, transfer or otherwise dispose of any Equity Interests of any Restricted Collateral Party (other than to the Borrower or to any wholly-owned Subsidiary) except in a transaction pursuant to clause (iii) of this paragraph (c) in which currently ends on December 31 100% of each yearthe Equity Interests of such Restricted Collateral Party are sold, transferred or otherwise disposed of and (C) neither the Borrower nor any Restricted Collateral Party may sell, transfer, lease or otherwise dispose of all or substantially all its assets (other than to the Borrower or to another Restricted Collateral Party) except in a transaction pursuant to clause (iii) of this paragraph (c).
Appears in 2 contracts
Sources: Credit Agreement (Usg Corp), Credit Agreement (Usg Corp)
Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferor lease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary of may merge with a Person if the Borrower may merge into the Borrower in a transaction in which (or such Subsidiary if the Borrower is not a party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into another Subsidiary; provided, that if any Loan Party in a transaction in which the surviving entity party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another a Subsidiary Loan Party, (iv) the Borrower and any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the extent permitted in Section 7.6, and (v) any Subsidiary that is not (other than a Subsidiary Loan Party Party) may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the Lenders; provided, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time7.4.
(b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries taken as whole on the date of execution of this Agreement hereof and businesses which arereasonably related thereto, except where the Investment made, and other funds expended or committed with respect to such business, do not exceed $5,000,000 in the good faith judgment of the Board of Directors, similar, complimentary or substantially related thereto or are reasonable extensions thereofeach new business.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Hughes Supply Inc), Revolving Credit Agreement (Hughes Supply Inc)
Fundamental Changes. (a) No Loan Party willThe Borrowers will not, nor and will it not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any Subsidiary of the Borrower may merge into the a Borrower in a transaction in which the such Borrower is the surviving corporation, (ii) any Subsidiary (other than a Borrower) may merge into any Loan Party Subsidiary in a transaction in which the surviving entity is a Loan PartySubsidiary, (iii) any a Person may merge be merged into any Loan Party a Borrower or any of its Subsidiaries in connection with Subsidiary pursuant to a Permitted Acquisition so long asAcquisition, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and (vother than a Borrower) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary determines Borrowers determine in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrowers and is not materially disadvantageous to the Lenders; provided, provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoingThe Borrowers will not, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect nor will they permit any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; providedSubsidiary to, that such agreement shall be conditioned on make any Asset Disposition except for (i) obtaining requisite approvals permitting the respective transaction (Asset Dispositions expressly permitted by Sections 6.04, 6.06 or 6.07 and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) other Asset Dispositions of property that, together with all other property of the satisfaction and discharge of all outstanding Obligations under this Agreement Borrowers and the Subsidiaries previously leased, sold or disposed of in Asset Dispositions made pursuant to Section 6.03(b) during the twelve-month period ending with the month in which any such lease, sale or other Loan Documentsdisposition occurs, do not constitute a Substantial Portion of the property of the Parent and its Subsidiaries; provided further that such agreement under no circumstances shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within Equity Interests in a reasonable time if the conditions described Borrower be included in the preceding proviso have not been satisfied by such timea permitted Asset Disposition.
(b) No Loan Party willThe Borrowers will not, nor and will it not permit any of its Subsidiaries Subsidiary to, engage to any material extent in any business other than businesses of the type conducted by the Borrower Parent and its Subsidiaries on the date of execution of this Agreement and businesses which arecomplementary, in the good faith judgment of the Board of Directors, similar, complimentary reasonably related or substantially related thereto or are reasonable extensions thereofincidental thereto.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 2 contracts
Sources: Credit Agreement (Argo Group International Holdings, Ltd.), Credit Agreement (Argo Group International Holdings, Ltd.)
Fundamental Changes. (a) No Loan Party Neither STX nor the Borrower will, nor and will it not permit any Subsidiary of their respective Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with itSTX or the Borrower or any of their respective Subsidiaries, or liquidate or dissolve, nor will STX or the Borrower sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all the assets of the stock Borrower and the Subsidiaries, taken as a whole (whether directly or through the sale, transfer, lease or other disposition of any the assets of its Subsidiaries (in each case, whether now owned one or hereafter acquiredmore Subsidiaries), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing continuing, (i) any Subsidiary of Person may merge with STX or the Borrower may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Loan Party in a transaction in which the surviving entity is a Person organized or existing under the laws of the United States of America, any State thereof, the District of Columbia or Ireland or the Cayman Islands and, if such surviving entity is not STX or the Borrower, as the case may be, such Person expressly assumes, in writing, all the obligations of STX or the Borrower, as the case may be, under the Loan PartyDocuments and provides the Lenders with requisite “know-your-customer” information as reasonably requested by a Lender, and (iiiii) any Person may merge into any Loan Party or any of its Subsidiaries Subsidiary in connection with a Permitted Acquisition so long as, transaction in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is which the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another entity is a Subsidiary and (vif any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party and any Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the Lenders; provided, provided that any such merger involving a Person that is not a wholly wholly-owned Subsidiary of the Borrower immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party Sections 6.04 and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time6.
(b) No Loan Party willEach of STX and the Borrower will not, nor and will it not permit any of its Subsidiaries subsidiaries to, engage to any material extent in any business other than (i) businesses of the type conducted by STX, the Borrower and its the Subsidiaries on the date of execution of this Agreement and businesses which arereasonably related, ancillary or complementary thereto and (ii) in the good faith judgment case of the Board of DirectorsSPE Subsidiaries, similar, complimentary or substantially related thereto or are reasonable extensions thereofPermitted Receivables Financings.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 2 contracts
Sources: Second Amendment and Joinder Agreement (Seagate Technology PLC), Credit Agreement (Seagate Technology PLC)
Fundamental Changes. (a) No Loan Party will, nor Borrower will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assetsassets (excluding (i) assets sold or disposed of in the ordinary course of business or (ii) between or among MetLife and its direct and indirect wholly-owned Subsidiaries), or (in the case of MetLife) all or substantially all any substantial part of the stock of any of its Subsidiaries Funding or the Company (in each case, whether now owned or hereafter acquired), or liquidate or dissolve; provided, except however, that all or a substantial part of the stock of Funding may be transferred so long as it remains directly or indirectly held by MetLife; and provided further, that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (iA) any Subsidiary of the a Borrower may merge into the such Borrower in a transaction in which the such Borrower is the surviving corporation, (iiB) any Subsidiary may merge into any Loan Party in a transaction in which the surviving entity is a Loan Party, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary Funding may sell, transfer, lease or otherwise dispose of its assets to MetLife or the Borrower Company, including via liquidation, so long as MetLife or to another Subsidiary the Company expressly assumes the obligations of Funding hereunder and under the promissory notes issued hereunder, and (vC) a Borrower may merge or consolidate with any Subsidiary that other Person if such Borrower is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party and is not materially disadvantageous to the Lenders; provided, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such timesurviving corporation.
(b) No Loan Party willMetLife will not, nor and will it not permit any of its Material Subsidiaries to, engage to any material extent in any business other than (i) businesses of the type conducted by the Borrower and MetLife or any of its Subsidiaries on the date of execution of this Agreement and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially reasonably related thereto or are reasonable extensions thereof(ii) businesses financial in nature.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 2 contracts
Sources: 364 Day Credit Agreement (Metlife Inc), Credit Agreement (Metlife Inc)
Fundamental Changes. (a) No Loan Party willThe Company will not, nor and will it not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all make any disposition of its assets, property or all or substantially all of the stock Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that:
(a) the Company and its Subsidiaries may purchase and sell inventory in the ordinary course of business;
(b) the Company and its Subsidiaries may sell, if at transfer or otherwise dispose of excess, damaged, obsolete or worn out assets and scrap in the time thereof ordinary course of business;
(c) the Company and immediately after giving effect thereto no Event of Default shall have occurred its Subsidiaries may enter into and be continuing consummate Permitted Acquisitions;
(d) (i) any Subsidiary of the Borrower Person may merge into the Borrower Company in a transaction in which where the Borrower Company is the surviving corporationsurvivor thereof, (ii) any Subsidiary Person (other than the Company) may merge into any Loan Party in a transaction in which Subsidiary Guarantor where such Subsidiary Guarantor is the surviving entity is a Loan Partysurvivor thereof, (iii) any Person (other than the Company or a Subsidiary Guarantor) may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, European Borrower where such Loan Party or Material Foreign Subsidiary European Borrower is the surviving entitysurvivor thereof, (iv) any Subsidiary Person (other than a Loan Party) may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another merge into any other Foreign Subsidiary and (v) any Immaterial Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party and is not materially disadvantageous to the Lendersmerge into any other Immaterial Subsidiary; provided, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything ; provided, further, that no Designated Subsidiary (or any Subsidiary thereof) shall merge with or into any Receivables Seller unless the Designated Subsidiary requirements of Article VIII has been satisfied;
(i) the Company may sell or transfer assets to any Subsidiary Guarantor, (ii) any Subsidiary may sell or transfer assets to the contrary in Company or any Subsidiary Guarantor, (iii) any European Borrower may sell or transfer assets to any Foreign Subsidiary so long as the foregoingaggregate consideration for all such sales and transfers governed by this clause (iii) does not exceed $10,000,000 at any time, each Loan Party and each of its Subsidiaries shall be permitted (iv) to enter into an agreement the extent not governed by clauses (i) through (iii) above, any Foreign Subsidiary or Immaterial Subsidiary may sell or transfer assets to effect the Company or any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future timeother Subsidiary; provided, that such agreement no Designated Subsidiary (or any Subsidiary thereof) shall be conditioned on sell or transfer any Receivables, directly or indirectly, to any Receivables Seller unless the Designated Subsidiary requirements of Article VIII have been satisfied;
(f) the Company or any Subsidiary may (i) obtaining requisite approvals permitting sell Receivables under Permitted Receivables Facilities (subject to the respective transaction (limitation that the Attributable Receivables Indebtedness thereunder shall not exceed an aggregate principal amount of $225,000,000) and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) sell or discount, in each case without recourse and in the satisfaction ordinary course of business, overdue accounts receivable arising in the ordinary course of business, in connection with the compromise or collection thereof consistent with customary industry practice (and discharge not as part of all outstanding Obligations under this Agreement any bulk sale or financing of receivables);
(g) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, any Subsidiary that is not a Borrower may liquidate or dissolve if the other Loan Documents; provided further Company determines in good faith that such agreement shall liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders;
(xh) the Company or any Subsidiary may (i) sell Permitted Investments in the ordinary course of business, (ii) license intellectual property in the ordinary course of business and (iii) dispose of or abandon intellectual property that is, in the reasonable judgment of the Company, no longer economically practicable to maintain or useful in the conduct of the business of the Company and its Subsidiaries taken as a whole;
(i) any sale of assets pursuant to a Sale and Leaseback Transaction permitted by Section 6.09;
(j) any lease or sub-lease of property in the ordinary course of business that would not contain any provision imposing fees or damages on any Loan Party materially interfere with the required use of such property by the Company or its Subsidiaries;
(k) any sale of Government Contract Payments (and related leased equipment, as applicable) pursuant to a Government Contract Payment Sale; and
(l) the Company or any Subsidiary for failure may engage in a sale or transfer of any assets not described above so long as such assets, when taken together with all other assets sold or transferred pursuant to meet the conditions set forth above and this clause (yl) contain termination provisions which will provide for the termination in any fiscal year, does not constitute a Substantial Portion of the agreement within a reasonable time if assets of the conditions described in Company and its Subsidiaries. In addition to the preceding proviso have foregoing, the Company will not, and will not been satisfied by such time.
(b) No Loan Party will, nor will it permit any of its Subsidiaries to, engage to any material extent in any business other than businesses if as a result thereof the general nature of the type conducted by business of the Borrower Company and its Subsidiaries taken as a whole would be substantially changed from the general nature of the business of the Company and its Subsidiaries on the date of execution of this Agreement and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially related thereto or are reasonable extensions thereofEffective Date.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 2 contracts
Sources: Credit Agreement (Insight Enterprises Inc), Credit Agreement (Insight Enterprises Inc)
Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Regulated Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all any substantial part of its assets, or all or substantially all of the stock of any of its Regulated Subsidiaries (in each case, whether now owned or hereafter hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any Subsidiary of the Borrower may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Loan Party Subsidiary in a transaction in which the surviving entity is a Loan PartySubsidiary, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets in the ordinary course of business or to the Borrower or to another Subsidiary and (viv) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the LendersLender; provided, provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything ; and provided further, Eversant Corporation, Catamount Resources Corporation or Catamount Energy Corporation may sell any or all of their capital stock to an investor, if the Borrower determines in good faith that such is in the best interests of the Borrower and is not materially disadvantageous to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such timeLender.
(b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Regulated Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Regulated Subsidiaries on the date of execution of this Agreement and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially reasonably related thereto or are reasonable extensions thereofthereto.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 2 contracts
Sources: Credit Agreement (Central Vermont Public Service Corp), Credit Agreement (Central Vermont Public Service Corp)
Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; PROVIDED, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary of may merge with a Person if the Borrower may merge into the Borrower in a transaction in which (or such Subsidiary if the Borrower is not a party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into another Subsidiary; PROVIDED, that if any Loan Party in a transaction in which the surviving entity party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another a Subsidiary Loan Party and (viv) any Subsidiary that is not (other than a Subsidiary Loan Party Party) may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the LendersLender; providedPROVIDED, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such timeSECTION 7.
(b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement hereof and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially reasonably related thereto or are reasonable extensions thereofthereto.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 1 contract
Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all any substantial part of its business or assets, or all or substantially all of the stock any Equity Interests of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing continuing, this Section 6.03 shall not prohibit (i) any Subsidiary of the Borrower may merge Person from merging into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge Person (other than the Borrower) from merging into any Loan Party Restricted Subsidiary in a transaction in which the surviving entity is a Loan PartyRestricted Subsidiary wholly-owned by the Borrower, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long asRestricted Subsidiary from selling, in the case of a merger involving any Loan Party or Material Foreign Subsidiarytransferring, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease leasing or otherwise dispose disposing of its assets to the Borrower or to another Restricted Subsidiary and wholly-owned by the Borrower, (viv) any Restricted Subsidiary that is not a Loan Party may liquidate from liquidating or dissolve dissolving if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the Lenders; providedLenders and (v) any Restricted Subsidiary from selling, that any transferring, leasing or otherwise disposing of its assets if such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not sale, transfer, lease or other disposition would otherwise be permitted unless also permitted by under Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time6.14.
(ba) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially reasonably related thereto or are reasonable extensions thereofthereto.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 1 contract
Fundamental Changes. (a) No Loan Party willExcept as permitted in Section 8.5, nor the Borrower will it not, and will not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except thathowever, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary of may merge with a Person if the Borrower may merge into the Borrower in a transaction in which (or such Subsidiary if the Borrower is not a party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into another Subsidiary; provided, however, that if any Loan Party in a transaction in which the surviving entity party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another a Subsidiary Loan Party and (viv) any Subsidiary that is not a Loan Party may liquidate or dissolve into a Subsidiary Loan Party or into the Borrower if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the Lenders; provided, however, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time8.3.
(b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement hereof and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially reasonably related thereto or are reasonable extensions thereofthereto.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 1 contract
Fundamental Changes. (a) No Loan Party willObligor will not, nor and will it not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction transac tion or in a series of transactions) all or substantially all of its assets, or all or substantially all any of the stock of or voting rights with respect to any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any Subsidiary of the Borrower may merge into the Borrower Obligor in a transaction in which the Borrower Obligor is the surviving corporationcorpora tion, (ii) any Subsidiary may merge into any Loan Party Subsidiary in a transaction in which the surviving entity is a Loan PartySubsidiary, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower Obligor or to another Subsidiary and Subsidiary, (viv) any Subsidiary that is not a Loan Party other than the Obligor may liquidate or dissolve if the Loan Party which owns such Subsidiary Obligor determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party Obligor and is not materially disadvantageous to the LendersBank; provided, provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything and (v) Obligor may merge with another Person if (A) Obligor is the successor or survivor of such merger transaction and (B) Moody's and S&P shall have affirmed in writing that such transaction will not impair Obligor' implied senior debt rating as such debt rating is in effect immediately prior to the contrary in the foregoing, each Loan Party and each announcement of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of such merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time.
transaction. (b) No Loan Party willObligor will not, nor and will it not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower Obligor and its Subsidiaries on the date of execution of this Agreement and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially reasonably related thereto or are reasonable extensions thereofthereto.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 1 contract
Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any Subsidiary of the Borrower may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Loan Party Subsidiary in a transaction in which the surviving entity is a Loan PartyGuarantor, (iii) any Person Subsidiary that is not a Guarantor may merge into any Loan Party or any of its Subsidiaries another Subsidiary in connection with a Permitted Acquisition so long as, transaction in the case of which a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary that is not a Guarantor may sell, transfer, lease or otherwise dispose of its assets to another Subsidiary that is not a Guarantor, (v) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary a Guarantor, and (vvi) any Subsidiary that is not a Loan Party Guarantor may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the Lenders; provided, provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time.
(b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, to engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses which arereasonably related thereto. For purposes of this Agreement, Topps Finance is engaged in a business reasonably related to the good faith judgment business of the Board of Directors, similar, complimentary or substantially related thereto or are reasonable extensions thereofBorrower.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 1 contract
Sources: Credit Agreement (Topps Co Inc)
Fundamental Changes. (a) No Loan Party willPotlatchDeltic will not, nor and will it not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) PotlatchDeltic or any Subsidiary of the Borrower may merge into the Borrower in with a transaction in which the Borrower Person if PotlatchDeltic (or such Subsidiary if PotlatchDeltic is not a party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into any Loan Party in a transaction in which the surviving entity is a Loan Partyanother Subsidiary, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower PotlatchDeltic or to another a Subsidiary and (viv) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary PotlatchDeltic determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party PotlatchDeltic and is not materially disadvantageous to the LendersBank; provided, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such timePotlatch Credit Agreement.
(b) No Loan Party willPotlatchDeltic will not, nor and will it not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower PotlatchDeltic and its Subsidiaries on the date of execution of this Agreement hereof and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially reasonably related thereto or are reasonable extensions thereofthereto.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 1 contract
Fundamental Changes. (a) No Loan Party will, nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, sell, transfer, lease or otherwise dispose Dispose of (in one transaction or in a series of transactions) all or substantially all any substantial part of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except 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) any Subsidiary of the any Borrower may merge into the a Borrower in a transaction in which the such Borrower is the surviving corporationentity, (ii) any Subsidiary Loan Party (other than SMG) may merge into any other Loan Party in a transaction in which the surviving entity is a Loan PartyParty (or, if such Loan Party is merged with a Borrower, such Borrower shall be the surviving entity), (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and (v) any Subsidiary that is not a Loan Party (including any Inactive Subsidiary) may liquidate or dissolve if the Loan Party Borrower which owns such Subsidiary determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party Borrower and such liquidation or dissolution is not materially disadvantageous to the Lenders; provided, provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party 6.04 and each (iv) any Subsidiary of any Borrower may Dispose of all or any substantial part of its Subsidiaries shall be permitted assets (but not its liabilities) to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such timeParty.
(b) No Loan Party will, nor will it permit any Subsidiary to, consummate a Division as the Dividing Person, without the prior written consent of its Subsidiaries Administrative Agent. Without limiting the foregoing, if any Loan Party that is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents.
(c) No Loan Party will, nor will it permit any Subsidiary to, engage to any material extent in any business other than businesses of the type conducted by the Borrower Borrowers and its their Subsidiaries (taken as a whole) on the date of execution of this Agreement hereof and businesses which arereasonably related, in the good faith judgment of the Board of Directorsancillary, similar, complimentary complementary or substantially related synergistic thereto or are reasonable extensions thereof.
(cd) The Borrower No Loan Party will, nor will not it permit any Subsidiary to, change its fiscal year from the basis in effect on the Effective Date; provided that any Loan Party (other than SMG) may change their fiscal year from the basis in effect on the Effective Date to match SMG’s fiscal year, and the Loan Parties and their Subsidiaries may change their fiscal year from the basis in effect on the Effective Date subject to prior written notice to and approval from the Administrative Agent in its Permitted Discretion, subject to such adjustments to this Agreement as SMG and the Administrative Agent shall reasonably agree are necessary or appropriate in connection with such change (and the parties hereto hereby authorize SMG and the Administrative Agent to make any such amendments to this Agreement as they jointly deem necessary to give effect to the foregoing).
(e) No Loan Party will change the accounting basis upon which currently ends on December 31 its financial statements are prepared from GAAP to a different body of each yearaccounting principles.
(f) No Loan Party will change the tax filing elections it has made under the Code without prior written notice to the Administrative Agent.
Appears in 1 contract
Fundamental Changes. (a) No Loan Credit Party will, nor and no Credit Party will it permit any Restricted Subsidiary to, merge into or amalgamate or consolidate with any other Person, or permit any other Person to merge into or amalgamate or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all any of the stock Equity Securities of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing continuing, (i) any Restricted Subsidiary of may amalgamate with the Borrower may merge into the Borrower in a transaction in which the Borrower is the surviving corporationBorrower, (ii) any Restricted Subsidiary may merge into amalgamate with any Loan Party in a transaction in which the surviving entity is a Loan Partyother Restricted Subsidiary, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary Restricted Subsidiary, and (viv) any Restricted Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and the Lender determines that such Loan Party and liquidation or dissolution is not materially disadvantageous to the LendersLender; provided, provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior amalgamation pursuant to such merger Sections 6.3(a)(i) or (ii) shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything 6.4 and unless the amalgamated corporation confirms to the contrary Lender in writing that the foregoingamalgamated corporation is liable, each Loan Party and each by operation of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction law or otherwise, for the obligations of merger or consolidation that is not otherwise permitted the Borrower under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such timeAgreement.
(b) No Loan Credit Party will, nor and no Credit Party will it permit any of its Subsidiaries Restricted Subsidiary to, engage to any material extent in any material business other than businesses of the type conducted by the Borrower and its Subsidiaries Credit Party on the date of execution of this Agreement and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially reasonably related thereto or are reasonable extensions thereofthereto.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 1 contract
Sources: Credit Agreement (Universal Security Instruments Inc)
Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided that if, except that, if at the time thereof immediately before and immediately after giving effect thereto thereto, (I) no Default or Event of Default shall have occurred and be continuing or shall result therefrom and (II) the Borrower and each of its Subsidiaries is Solvent, (i) the Borrower and any Subsidiary of the Borrower (other than an Insurance Subsidiary) may merge into the Borrower in a transaction in which if the Borrower is the surviving corporationPerson, (ii) any Subsidiary (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiary), provided that if any Loan Party in a transaction in which the surviving entity party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another a Subsidiary Loan Party, and (viv) any Subsidiary that is not (other than a Subsidiary Loan Party Party) may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the Lenders; provided, further, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time7.4.
(b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, engage to any material extent in any business other than the business of selling, producing, brokering or underwriting property and LEGAL02/42400466v16 casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses which arethat are complementary, in the good faith judgment of the Board of Directors, similar, complimentary ancillary or substantially reasonably related thereto or are reasonable extensions thereofthereto.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 1 contract
Sources: Credit Agreement (Skyward Specialty Insurance Group, Inc.)
Fundamental Changes. (a) No Loan Party willEach Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided that (i) asset sales permitted by Section 7.6 shall be permitted and (ii) if, except that, if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing continuing, (iA) any Borrower or any Subsidiary of the Borrower may merge into the with a Person if such Borrower in (or such Subsidiary if any Borrower is not a transaction in which the Borrower party to such merger) is the surviving corporationPerson, (iiB) any Subsidiary may merge into another Subsidiary, provided that if any Loan Party in party to such merger is a transaction in which Guarantor, the Guarantor shall be the surviving entity is a Loan PartyPerson, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (ivC) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the any Borrower or to another Subsidiary a Guarantor, and (vD) any Subsidiary that is not (other than a Subsidiary Loan Party Party) may liquidate or dissolve if the Loan Party which owns such Subsidiary determines Borrowers determine in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrowers and is not materially disadvantageous to the Lenders; provided, further, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time7.4.
(b) No Loan Party will, nor will it permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially related thereto or are reasonable extensions thereof.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 1 contract
Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except thatthat (i) any Inactive Subsidiary may (A) liquidate into its immediate parent company or dissolve, (B) merge into any other Inactive Subsidiary or (C) merge into the Borrower or any other Loan Party; provided that the Borrower or such Loan Party is the survivor of such merger, and (ii) if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (iexcept, in the case of an Acquisition subject to the Incremental Funds Certain Provision, in which case there is no Default or Event of Default immediately before or immediately after execution and delivery of the applicable Acquisition Agreement and there is no Specified Event of Default at the date the applicable Permitted Acquisition is consummated)
(A) the Borrower or any Subsidiary of may merge with a Person if the Borrower may merge into the Borrower in a transaction in which (or such Subsidiary if the Borrower is not a party to such merger) is the surviving corporationPerson, (iiB) any Subsidiary may merge into any Loan Party in another Subsidiary or the Borrower; provided, however, that if the Borrower is a transaction in which party to such merger, the Borrower shall be the surviving entity Person, provided, further, that if any Subsidiary to such merger is a Subsidiary Loan Party, (iii) any Person may merge into any the Subsidiary Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is shall be the surviving entityPerson, (ivC) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another a Subsidiary and Loan Party, (vD) any other Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party and the Borrower, is not materially disadvantageous to the Lenders, and such Subsidiary dissolves into another Subsidiary Loan Party or the Borrower; provided, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time7.4.
(b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement hereof and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially reasonably related thereto or are reasonable extensions thereofthereto.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 1 contract
Fundamental Changes. Except as expressly permitted below:
(a) No Loan Party willmerge, nor will it permit any Subsidiary todissolve, merge into or liquidate, consolidate with any other or into another Person, or permit any other Person to merge into or consolidate with it, sell, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries assets (in each case, whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division), the effect of which would be to cause Borrower to have a Change in Control or liquidate otherwise cause a Default or dissolveEvent of Default; or
(b) other than in connection with a consolidation or merger permitted below or otherwise approved by Required Lenders, except thatterminate, if at or fail to maintain, its corporate existence or qualification, as applicable, in the time thereof state of its formation and immediately after giving any other applicable jurisdiction where such qualification is required and the failure to maintain the same could have a material adverse effect thereto on the financial condition or operations of Borrower on a consolidated basis; or
(c) other than in connection with a consolidation or merger permitted below, terminate, or fail to maintain its good standing and qualification to transact business in all jurisdictions where the failure to maintain its good standing or qualification to transact business could have a material adverse effect on the financial condition or operations of Borrower on a consolidated basis. FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (Camden Property Trust) 79 Notwithstanding anything in this Agreement to the contrary, so long as no Default or Event of Default then exists or would result therefrom, the following shall have occurred and be continuing permitted without any consent of the Required Lenders: (i) mergers of any Guarantor Subsidiary or Consolidated Subsidiary into the Borrower (with the Borrower as the survivor of any such merger) or another Guarantor Subsidiary; (ii) a consolidation or merger by any Consolidated Subsidiary of the Borrower may merge into the Borrower in that is not a transaction Guarantor Subsidiary with another Consolidated Subsidiary or with another Person in which the Borrower is remains the direct or indirect owner of all of the Equity Interests of the continuing or surviving corporation, (ii) any Subsidiary may merge into any Loan Party in a transaction in which the surviving entity is a Loan Party, entity; (iii) any a merger or consolidation with another Person may merge into any Loan Party if (A) such Person is organized under the laws of United States of America or any one of its Subsidiaries in connection with States; (B) the Borrower or a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Guarantor Subsidiary is the surviving entity; and (C) the Borrower continues to be in compliance with all financial and other covenants contained in this Agreement, and no Change in Control or Default or Event of Default results or would result from such transaction; (iv) any Subsidiary may sella merger by Borrower into another entity solely to effectuate a reincorporation by Borrower in the State of Maryland, transferprovided that the surviving corporation in such merger shall succeed to all the rights, lease properties, assets and liabilities of Borrower after such merger or otherwise dispose of its assets to the Borrower acquisition and no Change in Control occurs; or to another Subsidiary and (v) any Subsidiary that is not a Loan Party may liquidate or dissolve merger by Borrower into another entity if (x) the Loan Party which owns such Subsidiary determines in good faith that such liquidation or dissolution is in the best interests individuals constituting Borrower’s Board of such Loan Party and is not materially disadvantageous to the Lenders; provided, that any such merger involving a Person that is not a wholly owned Subsidiary Trustees immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to represent a majority of the contrary in the foregoingsurviving entity’s Board of Trustees after such merger, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination surviving entity is organized in any State of the agreement within a reasonable time if the conditions described United States of America or in the preceding proviso have not been satisfied by District of Columbia, and (z) the surviving entity in such time.
(b) No Loan Party willmerger succeeds to all the rights, nor will it permit any properties, assets and liabilities of its Subsidiaries toBorrower after such merger, engage to any material extent in any business other than businesses including all of the type conducted by liabilities under the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially related thereto or are reasonable extensions thereofLoan Documents.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 1 contract
Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, sell, transfer, lease or otherwise dispose Dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing :
(i) the Subsidiaries may sell, transfer, lease, license or otherwise dispose of any, all or substantially all of its assets (in connection with a liquidation, winding up or dissolution or otherwise) to a Loan Party;
(ii) the Subsidiaries may sell, transfer, lease or otherwise dispose of any Subsidiary of to the Borrower Borrower;
(iii) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Loan Party in a transaction in which the surviving entity is a Loan Party, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, ;
(iv) any Subsidiary may sellmerge or consolidate with or into any other Subsidiary of the Borrower; provided, transferhowever, lease that, if any Subsidiary party to such transaction is a Loan Party, the surviving or otherwise dispose continuing Person of its assets to the Borrower or to another Subsidiary and such transaction shall also be a Loan Party;
(v) Dispositions permitted by Section 6.04 and Investments permitted by Section 6.05; and
(vi) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the Lenders; provided, provided that any such merger or consolidation involving a Person that is not a wholly owned Wholly Owned Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time6.05.
(b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted or engaged in by the Borrower and any of its Subsidiaries on the date of execution of this Agreement and businesses which areEffective Date, in the good faith judgment of the Board of Directorsreasonably related, similar, complimentary incidental, complementary, ancillary, corollary, synergistic or substantially related thereto businesses, or are a reasonable extensions extension, development or expansion thereof.
(c) The Without the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed), the Borrower will not change permit its fiscal year which currently ends to end on a day other than December 31 or change the Borrower’s method of each yeardetermining its fiscal quarters. Notwithstanding the foregoing, nothing in this Section 6.03 shall permit, and nothing in this Section 6.03 shall be deemed to permit, any Material Intellectual Property to be assigned, transferred, or exclusively licensed or exclusively sublicensed to any Subsidiary that is not a Loan Party.
Appears in 1 contract
Fundamental Changes. (a) No Loan Party willThe Parent and the Borrower will not, nor and will it not permit any Subsidiary Credit Party to, merge into or amalgamate or consolidate with any other Person, or permit any other Person to merge into or amalgamate or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all any of the stock Equity Securities of any of its the Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing continuing, (i) any Subsidiary of may amalgamate with the Borrower may merge into the Borrower in a transaction in which the Borrower is the surviving corporationBorrower, (ii) any Subsidiary may merge into amalgamate with any Loan Party in a transaction in which the surviving entity is a Loan Partyother Subsidiary, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and Subsidiary, (viv) any Subsidiary that is not a Loan Party may liquidate or dissolve into the Borrower or another Credit Party if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and the Administrative Agent determines that such Loan Party and liquidation or dissolution is not materially disadvantageous to the Lenders, and (v) the Pre-Filing Parent may wind-up into the Parent and be dissolved; provided, provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior amalgamation or winding-up pursuant to such merger Sections 6.3(i), (ii) or (v) shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything the amalgamated corporation or the Parent confirms to the contrary Administrative Agent in writing that the foregoingamalgamated corporation or the Parent is liable, each Loan Party and each by operation of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction Law or otherwise, for the obligations of merger the Borrower or consolidation that is not otherwise permitted the relevant amalgamating or wound-up corporation under this Section 6.03 at a future time; providedAgreement. The Borrower will not, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) will not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time.
(b) No Loan Party will, nor will it permit any of its Subsidiaries Credit Party to, engage to any material extent in any material business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially related thereto or are reasonable extensions thereofBusiness.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 1 contract
Sources: Term Loan Agreement (Microcell Telecommunications Inc)
Fundamental Changes. (a) No Loan Party Borrower will, nor will it any Borrower permit any Restricted Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries Restricted Subsidiary (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) any Subsidiary of the a Borrower may merge into the Borrower in with a transaction in which the Person if a Borrower is the surviving corporationPerson, (ii) any Subsidiary Loan Party may merge into any Loan Party in a transaction in which the surviving entity is a another Subsidiary Loan Party, (iii) a Borrower and any Person Restricted Subsidiary may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of Person if a merger involving any Loan Party Borrower or Material Foreign Subsidiary, such Loan Party or Material Foreign Restricted Subsidiary is the surviving entityPerson (unless another Subsidiary Loan Party is the surviving Person), (iv) any Subsidiary Loan Party may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the a Borrower or to another a Subsidiary Loan Party and (v) any Subsidiary that is not (other than a Loan Party Restricted Subsidiary) may liquidate or dissolve if the Loan Party which owns such Subsidiary UIC determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrowers and is not materially disadvantageous to the Lenders; provided, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time7.4.
(b) No Loan Party Borrower will, nor will it any Borrower permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type presently conducted by the Borrower UIC and its Subsidiaries on the date of execution of this Agreement and such other businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially reasonably related thereto or are reasonable extensions thereofthereto.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 1 contract
Sources: Revolving Credit Agreement (United Industrial Corp /De/)
Fundamental Changes. (a) No Loan Party willThe Company will not, nor and will it not permit any Subsidiary of its Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, Property or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter in the future acquired), ) or liquidate or dissolve, except that, if at the time thereof of, and immediately after giving effect thereto to, that event, no Event of Default shall have has occurred and be continuing is continuing,
(i) any Wholly-Owned Subsidiary of the Borrower Company (other than any Subsidiary Guarantor) may merge into the Borrower Company in a transaction in which the Borrower Company is the surviving corporation, ;
(ii) any Wholly-Owned Subsidiary of the Company (other than any Subsidiary Guarantor) may merge into any Loan Party other Wholly-Owned Subsidiary of the Company (other than any Subsidiary Guarantor) in a transaction in which the surviving entity is a Loan Party, Subsidiary of the Company;
(iii) any Person Wholly-Owned Subsidiary of the Company (other than any Subsidiary Guarantor) may merge into any Loan Party or any dispose of its Subsidiaries in connection with a Permitted Acquisition so long as, in Property to the case Company or to another Wholly-Owned Subsidiary of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, Company; and
(iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and Company (v) other than any Subsidiary that is not a Loan Party Guarantor) may liquidate or dissolve if the Loan Party which owns such Subsidiary Company determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Company and is not materially disadvantageous to the LendersLender Parties; provided, PROVIDED that any such merger involving a Person that is not a wholly owned Wholly Owned Subsidiary of the Company immediately prior to such that merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to 7.12 and the contrary in the foregoing, each Loan Party Company and each of its Subsidiaries shall be may make the Dispositions permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this by Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time7.21.
(b) No Loan Party willThe Company will not engage in any business other than the ownership of the capital stock of HoldCo and AcquisitionCo and will not own or lease any assets other than that capital stock and its rights in and to the Cash Collateral Account, nor and will it not permit any of its Subsidiaries to, to engage to any material extent in any business other than businesses of the type conducted by the Borrower Company and its Subsidiaries on the date Signing Date and reasonably related activities, except that AcquisitionCo may make the Bridge Acquisition and HoldCo may make the radio station acquisitions from the Seller that are to be financed by the HoldCo Credit Agreement. The Company will, within ten days after the Effective Date, file such applications with the FCC as are necessary to permit the transfer of execution each FCC License related to the Station to the License Subsidiary, and the Company will, as promptly as possible after that filing (and in any event within 60 days after the Effective Date) cause each FCC License related to the Station to be transferred to the License Subsidiary and to be held at all times thereafter by the License Subsidiary, all in conformity with the FCC Regulations so that those FCC Licenses are validly held by, or reissued to, the License Subsidiary; the Company will further concurrently provide evidence of this Agreement and businesses which areall such actions to the Administrative Agent (including an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, P.L.C., special communications counsel to the Obligors, substantially in the good faith judgment form of Exhibit G-2 delivered on the Board of DirectorsEffective Date). The Company will not permit the License Subsidiary to engage in any business activity other than as expressly set forth in the Station License Management Agreement or to terminate, similar, complimentary amend or substantially related thereto or are reasonable extensions thereofotherwise modify the Station License Management Agreement.
(c) The Borrower Company will not, and will not change permit any of its fiscal year Subsidiaries to:
(i) enter into any so-called "local marketing agreements" or any other arrangements with any other radio broadcasting station (other than with the Company or another Subsidiary with respect to one of their radio stations) pursuant to which currently ends the parties agree to function cooperatively in terms of programming, advertising, sales, management, consulting or similar services, except for any such agreements or arrangements existing on December 31 the Signing Date or on the Effective Date or otherwise established on commercially reasonable terms (as determined in the reasonable opinion of each yearthe Company); or
(ii) enter into any so-called "time brokerage agreements" or any other agreements or arrangements under which any radio station (i) sells broadcast time to any other radio broadcasting station (other than to, in the case of a station owned by HoldCo and its Subsidiaries, another station so owned) that programs such broadcast time and sells its own commercial advertising announcements during such broadcast time or (ii) purchases broadcast time on any other radio broadcasting station (other than to, in the case of a station owned by HoldCo and its Subsidiaries, another station so owned) for the purpose of programming such broadcast time and selling its commercial advertisements during such time, except for any such agreements or arrangements existing on the Signing Date or on the Effective Date or otherwise established on commercially reasonable terms (as determined in the reasonable opinion of the Company).
Appears in 1 contract
Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing continuing: (i) the Borrower or any Subsidiary of may merge with a Person if the Borrower may merge into the Borrower in a transaction in which (or such Subsidiary if the Borrower is not a party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into another Subsidiary; provided, that if any Loan Party in a transaction in which the surviving entity party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another a Subsidiary Loan Party and (viv) any Subsidiary that is not (other than a Subsidiary Loan Party Party) may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the Lenders; provided, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time7.4.
(b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement hereof and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially reasonably related thereto or are reasonable extensions thereofthereto.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 1 contract
Sources: Revolving Credit Loan Agreement (Central Freight Lines Inc)
Fundamental Changes. (a) No Loan Party willExcept as permitted by Section 7.6, nor the Borrower will it not, and will not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary of may merge with a Person if the Borrower may merge into the Borrower in a transaction in which (or such Subsidiary if the Borrower is not a party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into another Subsidiary; provided, that if any Loan Party in a transaction in which the surviving entity party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another a Subsidiary Loan Party and (viv) any Subsidiary that is not (other than a Subsidiary Loan Party Party) may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the Lenders; provided, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time7.
(b) No Loan Party will, nor will it permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially related thereto or are reasonable extensions thereof.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 1 contract
Sources: Revolving Credit Agreement (Patriot Transportation Holding Inc)
Fundamental Changes. (a) No Loan Party willMerge, nor will it permit any Subsidiary to, merge into combine or consolidate with any other Person, or permit any other Person to merge into liquidate, wind up its affairs or consolidate with itdissolve itself, sell, transfer, lease or otherwise dispose of (in one each case whether in a single transaction or in a series of related transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing for (i) (1) Restricted Investments permitted under Section 10.2.5; and (2) Permitted Asset Dispositions; provided that within 270 days following any Subsidiary transfer, sale, assignment, lease or other disposition of Equipment by Borrower, Borrower shall either (y) reinvest the Borrower may merge into proceeds of such transfer, sale, assignment, lease or disposition in assets of a similar nature or (z) deposit such proceeds in the Borrower in a transaction in which the Borrower is the surviving corporationDominion Account and provided, further, that all assets purchased with such proceeds shall be free and clear of all Liens, except Agent’s Liens or other Permitted Liens, (ii) non-hostile acquisitions of third party entities or businesses in a similar or ancillary business sector to Borrower, provided that immediately following such acquisition, on a pro forma basis, (1) Liquidity shall be in excess of $50,000,000 with all trade payables being paid when due in accordance with their terms and customary practice and (2) there shall not then exist and be continuing a Default or Event of Default (each, a “Permitted Acquisition”), and (iii) any Guarantor may merge into or consolidate with, or may be liquidated, wound up or dissolved into, Borrower or any other Guarantor; any Pledged Foreign Subsidiary may merge into or consolidate with, or may be liquidated, wound up or dissolved into, Borrower, any Loan Party in a transaction in which the surviving entity is a Loan Party, (iii) Guarantor or any Person other Pledged Foreign Subsidiary and any Unpledged Foreign Subsidiary may merge into any Loan Party or consolidate with, or may be liquidated, wound-up or dissolved into, Borrower or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and (v) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party and is not materially disadvantageous to the Lenders; provided, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time.Subsidiaries;
(b) No Loan Party willchange its name or conduct business under any fictitious name without 30 days prior written notice to Agent and take all action prior thereto needed, nor will it permit any of its Subsidiaries toif any, engage to any material extent in any business other than businesses maintain priority and perfection of the type conducted by Lien of the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses which are, Agent in the good faith judgment of the Board of Directors, similar, complimentary or substantially related thereto or are reasonable extensions thereof.Collateral;
(c) The Borrower will not change its fiscal year which currently ends on December 31 tax, charter or other organizational identification number without 30 days prior written notice to Agent and take all action prior thereto needed, if any, to maintain priority and perfection of each yearthe Lien of the Agent in the Collateral; or
(d) change its form or state of organization without 30 days prior written notice to Agent and take all action prior thereto needed, if any, to maintain priority and perfection of the Lien of the Agent in the Collateral.
Appears in 1 contract
Sources: Loan and Security Agreement (Leapfrog Enterprises Inc)
Fundamental Changes. (a) No Loan Party willThe Term Facility Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except provided nothing in this Section 6.03 shall prohibit the consummation of the Transactions (including, for the avoidance of doubt, the ownership, acquisition and/or disposition by the Term Facility Borrower of its Equity Interests in New Foreign Holdco on or prior to the Acquisition Closing Date, so long as after any such disposition and on the Acquisition Closing Date and thereafter, New Foreign Holdco is the direct wholly-owned subsidiary of the Term Facility Borrower), and provided further that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any Subsidiary of the Borrower Person may merge into the Term Facility Borrower in a transaction in which the Term Facility Borrower is the surviving corporation, (ii) any Subsidiary Person (other than the Term Facility Borrower) may merge into any Loan Party Subsidiary in a transaction in which the surviving entity is a Loan PartySubsidiary, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Term Facility Borrower or to another Subsidiary and (viv) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary Term Facility Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Term Facility Borrower and is not materially disadvantageous to the Lenders; provided, provided that any such merger involving a Person that is not a wholly owned Wholly-Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time.
(b) No Loan Party will, nor will it permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially related thereto or are reasonable extensions thereof.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 1 contract
Fundamental Changes. (a) No Loan Party willThe Parent and the Borrower will not, nor and will it not permit any Subsidiary Credit Party to, merge into or amalgamate or consolidate with any other Person, or permit any other Person to merge into or amalgamate or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all any of the stock Equity Securities of any of its the Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing continuing, (i) any Subsidiary of may amalgamate with the Borrower may merge into the Borrower in a transaction in which the Borrower is the surviving corporationBorrower, (ii) any Subsidiary may merge into amalgamate with any Loan Party in a transaction in which the surviving entity is a Loan PartyOTHER Subsidiary, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and Subsidiary, (viv) any Subsidiary that is not a Loan Party may liquidate or dissolve into the Borrower or another Credit Party if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and the Administrative Agent determines that such Loan Party and liquidation or dissolution is not materially disadvantageous to the Lenders, and (v) the Pre-Filing Parent may wind-up into the Parent and be dissolved; provided, provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior amalgamation or winding-up pursuant to such merger Sections 6.3(i), (ii) or (v) shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything the amalgamated corporation or the Parent confirms to the contrary Administrative Agent in writing that the foregoingamalgamated corporation or the Parent is liable, each Loan Party and each by operation of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction Law or otherwise, for the obligations of merger the Borrower or consolidation that is not otherwise permitted the relevant amalgamating or wound-up corporation under this Section 6.03 at a future time; providedAgreement. The Borrower will not, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) will not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time.
(b) No Loan Party will, nor will it permit any of its Subsidiaries Credit Party to, engage to any material extent in any material business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially related thereto or are reasonable extensions thereofBusiness.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 1 contract
Sources: Term Loan Agreement (Microcell Telecommunications Inc)
Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing continuing:
(i) any Subsidiary of the Borrower Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, ;
(ii) any Subsidiary Person may merge into any Loan Party Subsidiary in a transaction in which the surviving entity is a Loan Party, Subsidiary;
(iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and Subsidiary;
(viv) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the Lenders; and
(v) the Borrower or any of its Subsidiaries may sell any Subsidiary, or substantially all of the capital stock or assets thereof, provided, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting any such sale is for fair market value, determined in good faith by the respective transaction Borrower (and, if approval by its board of directors of the sale is required by applicable law or otherwise, such determination shall be approved by its board of directors) and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge if such sale requires a release of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination substantially all of the agreement within a reasonable time if value of the conditions described in Guaranty, each of the preceding proviso have not been satisfied Lenders has provided its written consent to the extent required by such timeclause (v) of Section 9.2(b).
(b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary reasonably related or substantially related thereto or are reasonable extensions thereofcomplementary thereto.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 1 contract
Sources: Credit Agreement (Symantec Corp)
Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any Subsidiary of the Borrower may merge into the Borrower in a transaction in which the Borrower is the surviving corporationentity, (ii) any Subsidiary Person may merge into the Borrower or any Loan Party Subsidiary in a transaction in which the surviving entity is the Borrower or a Loan PartySubsidiary, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and (viv) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the Lenders; provided, provided that any such merger involving a Person that is not a wholly owned Wholly Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time.
(b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially reasonably related thereto or are reasonable extensions thereofthereto.
(c) The Borrower will not, and will not change permit any Subsidiary to make a Disposition, unless:
(i) the Borrower or such Subsidiary, as the case may be, receives consideration at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Disposition), as determined in good faith by the board of directors (and certified in writing to the Administrative Agent by a Responsible Officer) of the Borrower (including as to the value of all non-cash consideration), of the shares and assets subject to such Disposition;
(ii) at least 80% of the consideration from such Disposition received by the Borrower or such Subsidiary, as the case may be, is in the form of cash or Permitted Investments; and
(iii) no Event of Default has occurred and is continuing. Notwithstanding the foregoing, the Borrower and the Subsidiaries may make the following Dispositions:
(1) Dispositions which, in the reasonable judgment of such Person, are of surplus, obsolete, unused or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;
(2) Dispositions of inventory in the ordinary course of business;
(3) Dispositions of equipment to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(4) Dispositions permitted by Sections 6.03(a) or 6.16;
(5) Dispositions of any Permitted Investment described in clauses (a) through (f) of the definition thereof; and
(6) Dispositions of property having a value of up to five percent (5%) of the consolidated net tangible assets of the Borrower and its Subsidiaries in any fiscal year which currently ends year; provided that (x) fair market value is received and (y) no Default or Event of Default will occur after giving effect to such sale on December 31 of each yeara pro forma basis.
Appears in 1 contract
Fundamental Changes. Neither the Parent, the Borrower nor any other Property Party will:
(a) No Loan Party will, nor will it permit any Subsidiary toSubject to Section 6.02(c) below, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, the assets of any Property Party or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any Subsidiary of the Borrower Person may merge into the into, or consolidate with, Borrower in a transaction in which Borrower or the Borrower Parent is the surviving corporationentity, or if the Borrower or the Parent is not the surviving entity, no Change of Control shall have occurred as a result of such merger; (ii) any Subsidiary Person not a Credit Party may merge into into, or consolidate with, any Loan Party Subsidiary in a transaction in which the surviving entity is a Loan PartySubsidiary, (iii) any Person may merge into any Loan Subsidiary not a Credit Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and Subsidiary, (viv) any Subsidiary that is not a Loan Credit Party may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the Lenders, (v) any Subsidiary which is a Credit Party may merge into (or consolidate with) or liquidate or dissolve into, any other Subsidiary which is a Credit Party, and (vi) any Subsidiary which is a Credit Party may sell, transfer, lease or otherwise dispose of its assets to Borrower or to any other Subsidiary which is a Credit Party; provided, provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.046.03. Notwithstanding anything Borrower may propose for consideration the transfer of ownership interests in all or a portion of the Pool Properties in connection with the issuance or transfer of any Equity Interests to a joint venture partner. Any such transfer shall be subject to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination approval of the agreement within a Majority Lenders in their reasonable time if the conditions described in the preceding proviso have not been satisfied by such time.discretion;
(b) No Loan Party will, nor will it permit any of its Subsidiaries to, engage to any material extent in any business other than businesses the ownership, development, operation and management, or advisory or sponsoring services, primarily of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement self-storage facilities or entities that primarily own self-storage facilities, and businesses which arereasonably related thereto, in the good faith judgment of the Board of Directors, similar, complimentary or substantially related thereto or are reasonable extensions thereof.except as allowed by Section 6.03; or
(c) The Without limiting the foregoing, prior to any sale, merger or transfer of any property or partnership interest in excess of fifteen percent (15%) of Applicable Value during any 12-month period, Borrower will provide written notice of such intended transaction to the Administrative Agent at least fifteen (15) Business Days prior to the intended closing date of such transaction, and provide a compliance certificate evidencing compliance with all financial covenants set forth in this Agreement after giving effect thereto. Any proposed merger which will result in an increase in Applicable Value by twenty five percent (25%) or more ▇▇▇▇▇ in which Borrower or Parent will not change its fiscal year which currently ends on December 31 of each yearbe the surviving entity will require approval in advance by the Required Lenders.
Appears in 1 contract
Sources: Credit Agreement (SmartStop Self Storage REIT, Inc.)
Fundamental Changes. (a) No Loan Party willExcept as permitted by Section 7.6, nor the Borrower will it not, and will not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary of may merge with a Person if the Borrower may merge into the Borrower in a transaction in which (or such Subsidiary if the Borrower is not a party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into another Subsidiary; provided, that if any Loan Party in a transaction in which the surviving entity party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another a Subsidiary Loan Party, and (viv) any Subsidiary that is not (other than a Subsidiary Loan Party Party) may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the LendersLender; provided, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time7.
(b) No Loan Party will, nor will it permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially related thereto or are reasonable extensions thereof.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 1 contract
Sources: Credit Agreement (Patriot Transportation Holding Inc)
Fundamental Changes. (ai) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary of the Borrower to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease transfer or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any Subsidiary of the Borrower may merge into the Borrower in a transaction in which the Borrower is the surviving corporationentity, (ii) any Subsidiary of the Borrower may merge into any Loan Party Subsidiary of the Borrower in a transaction in which the surviving entity is a Loan PartySubsidiary of the Borrower, (iii) any Person may merge into any Loan Party or any Subsidiary of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary Borrower may sell, transfer, lease or otherwise dispose of its assets to so long as it does not cause a breach of any other provision of this Agreement, (iv) the Borrower or to another may transfer its interests in a Subsidiary other than a Guarantor (while it is a Guarantor) so long as it does not cause a breach of any other provision of this Agreement and (v) any Subsidiary that is not a Loan Party of the Borrower may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the Lenders; provided, provided that any such merger involving a Person that is not a wholly owned Subsidiary of the Borrower immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time.
(bj) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, engage to any material extent in any business (either by discontinuance or by expansion) other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially reasonably related thereto or are reasonable extensions thereof.thereto. HOU:0007002/04558:1716085v10
(ck) The Borrower will not sell, transfer or otherwise dispose of (in one transaction or a series of transactions) (i) all or substantially all of its assets, or (ii) any assets which would result in a material change to the Borrower’s line of business. The provisions of this Section 6.03 do not prohibit the sale by the Borrower or any of its fiscal year which currently ends on December 31 Subsidiaries of each yearone or more individual Real Property projects, or of the Borrower’s interests in any Subsidiaries that own one or more individual Real Property projects.
Appears in 1 contract
Sources: Credit Agreement (Hines Real Estate Investment Trust Inc)
Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries assets (in each case, whether now owned or hereafter acquired), ) (whether now owned or hereafter acquired) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing continuing, then (i) the Borrower or any Subsidiary of may merge with a Person if the Borrower may merge into the Borrower in a transaction in which (or such Subsidiary if the Borrower is not a party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into any Loan Party in a transaction in which the surviving entity is a Loan Party, another Subsidiary; (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another Subsidiary Subsidiary, and (viv) any Subsidiary that is not may sell, lease, transfer or otherwise dispose of (in a Loan Party single transaction or a series of transactions) all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the Capital Stock of its Subsidiaries or may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such sale, lease, transfer, disposition, liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the Lenders; provided, however, that in no event shall any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoingmerger, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger consolidation, sale, transfer, lease or consolidation that is other disposition whether or not otherwise permitted under by this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting 7.3 have the respective transaction (effect of releasing the Borrower from any of its obligations and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations liabilities under this Agreement and or the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time.
(b) No Loan Party will, nor will it The Borrower shall not engage in any business activity except the ownership or operation of energy infrastructure assets and/or such activities as may be incidental or related thereto. The Borrower shall not permit any of its Subsidiaries toto engage, engage to any material extent directly or indirectly, in any business other than businesses activity not related to the ownership or operation of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially related thereto or are reasonable extensions thereofenergy infrastructure assets.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 1 contract
Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto on a pro forma basis, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary of may merge with a Person if the Borrower may merge into the Borrower in a transaction in which (or such Subsidiary if the Borrower is not a party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into any Loan Party in a transaction in which the surviving entity is a Loan Partyanother Subsidiary, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another Subsidiary and (viv) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is will not materially disadvantageous adversely affect the Borrower’s ability to the Lendersperform its obligations under this Agreement; provided, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time7.4.
(b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement hereof and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially reasonably related thereto or are reasonable extensions thereofthereto.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 1 contract
Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of or other equity interest in any of its Subsidiaries (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, then (i) the Borrower or any Subsidiary may merge with a Person 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 into another Subsidiary; (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another Subsidiary of the Borrower; and (iv) any Subsidiary may sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of or other equity interest or may liquidate or dissolve if no Default or Event of Default has occurred and is continuing or would result therefrom, and the Borrower determines in good faith that such sale, lease, transfer, disposition, liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, however, that (x) in no event shall any such merger, consolidation, sale, transfer, lease or other disposition whether or not otherwise permitted by this Section 7.3 have the effect of releasing the Borrower from any of its obligations and liabilities under this Agreement or the other Loan Documents and (y) in no event shall the Borrower merge or consolidate with or into any other Person, or sell, assign, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries business and assets (in each case, whether now owned or hereafter acquired)) to, or liquidate or dissolveany Person.
(b) The Borrower shall not lease, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any Subsidiary of the Borrower may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Loan Party in a transaction in which the surviving entity is a Loan Party, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease sell or otherwise dispose of its assets to any other Person except: (i) sales of inventory and other assets in the ordinary course of business, (ii) leases, sales or other dispositions of its assets that, together with all other assets of Borrower previously leased, sold or disposed of (other than disposed of pursuant to another Subsidiary this Section 7.3(b)) during the twelve-month period ending with the month in which any such lease, sale or other disposition occurs, do not constitute a substantial portion of the assets of Borrower, (iii) sales of assets which are concurrently leased back, (iv) dispositions of assets which are obsolete or no longer used or useful in the business of Borrower, and (v) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party and is not materially disadvantageous as permitted pursuant to the Lenders; provided, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination 11 of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such timeBorrower Partnership Agreement.
(bc) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses the operation of the type conducted by Pipeline, the construction and operation of additions, extensions and expansions related to the Pipeline, the ownership and operation of any other pipelines, gas storage facilities and related equipment and Property, and services related to the transportation and marketing of natural gas transportation services. Notwithstanding anything in this Section 7.3 or in Section 5.3 to the contrary, upon thirty (30) days prior written notice to the Administrative Agent, the Borrower may convert into a corporation, limited liability company or partnership, in each case, formed in a state of the United States of America; provided, that (x) no Default or Event of Default has occurred or is continuing or would result therefrom, (y) the continuing or surviving Person shall assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent (including, without limitation, all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law or by any Contractual Obligation of the Borrower) and (z) concurrently with the effectiveness of such conversion, this Agreement shall be amended to reflect the changes in, inter alia, the Borrower’s organizational identity and its Subsidiaries on organizational or governing documents (including, without limitation, Section 5.11 to reflect the date of execution different tax structure, as necessary) so that the terms of this Agreement and businesses which are, the other Loan Documents upon the effectiveness of such conversion are no less favorable to the Lenders than the terms of this Agreement and the other Loan Documents in the good faith judgment of the Board of Directors, similar, complimentary or substantially related thereto or are reasonable extensions thereofeffect immediately prior to such conversion.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 1 contract
Fundamental Changes. (a) No Loan Party willThe Borrower will not[, nor will it permit any [Material] Subsidiary to,] merge, merge into or dissolve, liquidate, consolidate with any other or into another Person, or permit any other Person to merge into or consolidate with it, sell, transfer, lease or otherwise dispose Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assetsassets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom: any Subsidiary may merge with (i) the Borrower, provided that the 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, a [Wholly-Owned] Subsidiary shall be the continuing or surviving Person]; any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the stock of Borrower or to another Subsidiary[; provided that if the transferor in such a transaction is a [Wholly-Owned] Subsidiary, then the transferee shall either be the Borrower or another [Wholly-Owned] Subsidiary]]; the Borrower and its [Material] Subsidiaries may make Dispositions permitted by Section 6.04; any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; and any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its Subsidiaries (in each caseexistence and good standing. . The Borrower will not, and will not permit any [Material] Subsidiary to, make any Disposition or enter into any agreement to make any Disposition, except: Dispositions of obsolete or worn out property, whether now owned or hereafter acquired), in the ordinary course of business; Dispositions of inventory and Investments in the ordinary course of business; Dispositions of equipment or liquidate or dissolve, except that, if at real property to the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing extent that (i) any Subsidiary such property is exchanged for credit against the purchase price of the Borrower may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; Dispositions of property by any [Material] Subsidiary may merge into any Loan Party in a transaction in which the surviving entity is a Loan Party, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and (v) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party and is not materially disadvantageous to the Lenders[Wholly-Owned] Subsidiary; provided, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also Dispositions permitted by Section 6.04. Notwithstanding anything to 6.03; leases, licenses, subleases or sublicenses (including the contrary provision of open source software under an open source license) granted in the foregoing, each Loan Party ordinary course of business and each of its Subsidiaries shall be permitted to enter into an agreement to effect on ordinary commercial terms that do not interfere in any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance material respect with the requirements business of Section 9.02 the Borrower and its Subsidiaries; Dispositions of intellectual property rights that are no longer used or (ii) useful in the satisfaction business of the Borrower and discharge its Subsidiaries; the discount, write-off or Disposition of all outstanding Obligations under this Agreement and accounts receivable overdue by more than [____] days or the other Loan Documents; provided further that sale of any such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide accounts receivable for the termination purpose of the agreement within a reasonable time if the conditions described collection to any collection agency, in each case in the preceding proviso have ordinary course of business; the unwinding of any Swap Contract so long as the Swap Termination Value associated therewith does not been satisfied exceed $[____]; Restricted Payments permitted by such time.
(b) No Loan Party will, nor will it permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted Section 6.05 and Investments permitted by Section 6.06; and Dispositions by the Borrower and its Subsidiaries on not otherwise permitted under this Section; provided that the date aggregate book value of execution all property Disposed of pursuant to this Agreement and businesses which are, clause (k) in the good faith judgment of the Board of Directors, similar, complimentary or substantially related thereto or are reasonable extensions thereof.
(c) The Borrower will not change its any fiscal year which currently ends on December 31 of each year.shall not exceed $[____].]67
Appears in 1 contract
Sources: Credit Agreement
Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary Subsidiary, excluding the Sun World entities, to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all any substantial part of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any Subsidiary of the Borrower Subsidiary/Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary Subsidiary/Person may merge into any Loan Party Subsidiary in a transaction in which the surviving entity is a Loan PartySubsidiary, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and (viv) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the Lenders; provided, provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time.
(b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries (excluding the Sun World Entities) to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially reasonably related thereto or are reasonable extensions thereofthereto.
(c) The Notwithstanding the foregoing, the Borrower may sell assets to the extent such sale may be consummated pursuant to the terms of the Sun World Indenture without any action or authorization by the Sun World Trustee under the Sun World Indenture or the holders of the Sun World Notes; provided that such sales do not include or affect in any manner the ING Collateral.
(d) Unless an Inactive Subsidiary shall comply with each and every obligation that Participating Subsidiaries (either directly or indirectly) have hereunder or under any of the Loan Documents, (a) the Borrower will not change its fiscal year which currently ends permit such Inactive Subsidiary to engage in any business of any type or nature, (b) the Borrower will not permit the Inactive Subsidiaries, and will cause the Inactive Subsidiaries to refrain from, obtaining any assets or properties of any type or nature, (c) the Borrower will not permit any Inactive Subsidiary to, create, incur, assume or permit to exist any Indebtedness, and (d) the Borrower will not permit any Inactive Subsidiary to, create, incur, assume or permit to exist any Lien on December 31 of each yearany property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues.
Appears in 1 contract
Sources: Credit Agreement (Cadiz Land Co Inc)
Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Material Subsidiary to, merge into or amalgamate or consolidate with any other Person, or permit any other Person to merge into or amalgamate or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, or all or substantially all of the stock Capital Stock of any of its the Material Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate liquidate, wind up or dissolve, except that, (i) if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) continuing, any Subsidiary of the Borrower Person may amalgamate, consolidate or merge with or into the Borrower in a transaction in which so long as, if applicable, the Borrower is the surviving corporation, (ii) any Subsidiary may or amalgamate, consolidate or merge with or into any Loan Party in a transaction in which other Subsidiary so long as, if applicable, the surviving entity is a Loan PartySubsidiary, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (ivii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and any other Subsidiary, or amalgamate, consolidate or merge with or into, the Borrower or any other Subsidiary, (viii) any Subsidiary that is not a Loan Party may liquidate liquidate, wind up or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation liquidation, winding up or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the Lenders; provided, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything Lenders and (iv) in addition to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be transactions permitted pursuant to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on clauses (i) obtaining requisite approvals permitting through (iii) above, the respective transaction (Borrower and any related financing Material Subsidiary of the Borrower may merge, amalgamate or consolidate with, or sell or otherwise dispose of any assets to, a Person (other transactionsthan the Borrower or a Subsidiary) in accordance if, after giving effect to any such merger, amalgamation, consolidation, sale or disposition, the book value (determined at the time of such merger, amalgamation, consolidation, sale or disposition) of the subject assets, together with the requirements of Section 9.02 or (ii) the satisfaction and discharge aggregate book value of all outstanding Obligations other assets subject to any transaction under this Agreement and clause (iv) since March 31, 2020, does not exceed 20% of the other Loan DocumentsConsolidated Assets of the Borrower as of March 31, 2020; provided further that such agreement shall that, in the case of each of clauses (i) through (iv) above, (x) if any such merger, amalgamation, consolidation, sale or other disposition involves the Borrower, the continuing entity resulting from such combination, if such continuing entity is not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure the Borrower, shall execute and deliver an assumption agreement with respect to meet the conditions set forth above Obligations of the Borrower together with supporting documentation and legal opinions, all in form and substance reasonably satisfactory to the Administrative Agent, (y) contain termination provisions which will provide for prior to the termination effectiveness of the agreement within such merger, amalgamation, consolidation, sale or disposition, each Lender shall have received such other documentation and/or certificates that it may reasonably request (including, without limitation, documentation required in order to comply with any applicable “know your client” or AML Legislation) and (z) any successor Borrower qualifies as a reasonable time if the conditions described in the preceding proviso have not been satisfied by such timedirectly eligible borrower of CoBank.
(b) No Loan Party willThe Borrower will not, nor and will it not permit any of its the Material Subsidiaries to, engage to any material extent in any business other than (A) the businesses of the type conducted engaged in by the Borrower and its Subsidiaries on the date of execution of this Agreement hereof, and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary (B) any business or substantially activities reasonably related thereto (which shall include, without limitation, any business engaged in using or are reasonable extensions thereofprocessing or selling wood fiber or products derived from wood fiber).
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 1 contract
Sources: Term Loan Agreement (Domtar CORP)
Fundamental Changes. (a) No Loan Party willExcept as otherwise expressly permitted by Section 7.6(c), nor the Borrower will it not, and will not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary of may merge with a Person if the Borrower may merge into the Borrower in a transaction in which (or such Subsidiary if the Borrower is not a party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into another Subsidiary; provided, that if any Loan Party in party to such merger is a transaction in which Wholly Owned Subsidiary, the Wholly Owned Subsidiary shall be the surviving entity is a Loan PartyPerson, (iii) any Person Subsidiary may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary Borrower if Borrower is the surviving entityPerson, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another Subsidiary and a Wholly Owned Subsidiary, (v) any Subsidiary that is not no longer operational as a Loan Party result of a sale or disposition permitted by Section 7.6(c) shall be permitted to liquidate or dissolve and (vi) any Subsidiary (other than a Wholly Owned Subsidiary) may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the Lenders; provided, that any such merger involving a Person that is not a wholly owned Wholly Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time7.4.
(b) No Loan Party will, nor will it permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially related thereto or are reasonable extensions thereof.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 1 contract
Fundamental Changes. (a) No Loan Party willExcept as permitted by Section 6.04, the Borrower will not, nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the equity or capital stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing any Subsidiary may (i) any Subsidiary of the Borrower may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Loan Party other Subsidiary in a transaction in which the surviving entity is a Loan PartySubsidiary, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and or (viv) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the Lenders; provided, provided that any -------- such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time.
(b) No Loan Party willWithout the prior written consent of the Required Lenders, nor the Borrower will it not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses the operation and management of PCS and similar wireless telecommunications services and the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially subscriber equipment related thereto or are reasonable extensions thereofthereto.
(c) The Borrower will not change its fiscal year which currently ends on December 31 permit AGW to engage in any business other than the ownership of each yearthe Real Estate Assets, and activities incidental thereto.
(d) The Borrower will not create or acquire any Subsidiary after the Closing Date.
Appears in 1 contract
Fundamental Changes. (a) No Loan Party will, nor The Borrower will it not cause or permit any Subsidiary to, member of the Consolidated Group to merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Material Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary of may merge with a Person if the Borrower may merge into the Borrower in a transaction in which (or such Subsidiary if the Borrower is not a party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into another Subsidiary; provided, that if any Loan Party in a transaction in which the surviving entity party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another a Subsidiary Loan Party and (viv) any Subsidiary that is not (other than a Subsidiary Loan Party Party) may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the Lenders; provided, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time7.4.
(b) No Loan Party will, nor The Borrower will it not cause or permit any member of its Subsidiaries to, the Consolidated Group to engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries Consolidated Group on the date of execution of this Agreement hereof and businesses which arereasonably related thereto. For the avoidance of doubt, in the good faith judgment Insurance & Financial Services consulting business as conducted by ▇▇▇▇▇▇ ▇▇▇▇▇ LLP constitutes a business reasonably related to the business of the Board of Directors, similar, complimentary or substantially related thereto or are reasonable extensions thereoftype conducted by the Consolidated Group on the date hereof.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 1 contract
Sources: Revolving Credit Agreement (Watson Wyatt & Co Holdings)
Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of related transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary of may merge with a Person if the Borrower may merge into the Borrower in a transaction in which (or such Subsidiary if the Borrower is not a party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into another domestic Subsidiary but not into a Foreign Subsidiary; provided, that if any Loan Party in a transaction in which the surviving entity party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another a Subsidiary Loan Party and (viv) any Subsidiary that is not (other than a Subsidiary Loan Party Party) may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the Lenders; provided, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time7.4.
(b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement hereof and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially reasonably related thereto or are reasonable extensions thereofthereto.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 1 contract
Fundamental Changes. (a) No Loan Party willThe Parent Borrower will not, nor will it permit any Subsidiary to, convert or merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any Subsidiary of the Borrower Person may merge into the Parent Borrower in a transaction in which the Parent Borrower is the surviving corporation, (ii) any Subsidiary Person may convert or merge into any Loan Party Subsidiary in a transaction in which the surviving entity is a Subsidiary and (if any party to such conversion or merger is a Subsidiary Loan Party) is a Subsidiary Loan Party, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with Subsidiary (other than a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (ivBorrower) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and (v) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary Parent Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Parent Borrower and is not materially disadvantageous to the LendersLenders and (iv) any Subsidiary (other than a Borrower) may convert, consolidate or merge with or into any other Person or Persons if (A) after the consummation of such transaction, such Subsidiary is no longer a Subsidiary and (B) such transaction is permitted by Section 6.05 (it being understood that any such transaction shall be deemed to be a sale of such Subsidiary for the purposes of Section 6.05); provided, provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time.
(b) No Loan Party willThe Parent Borrower will not, nor and will it not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Parent Borrower and its Subsidiaries on the date of execution of this Agreement Original Effective Date (after giving effect to the Business Combination) and businesses which arereasonably similar, ancillary or related thereto; provided that the Parent Borrower and its Subsidiaries may engage, directly or indirectly, in the good faith judgment management of a Florida Land Subsidiary and the Board development and sale of Directors, similar, complimentary or substantially related thereto or are reasonable extensions thereofFlorida Land.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 1 contract
Sources: Credit Agreement (Mosaic Co)
Fundamental Changes. (a) No Loan Party willThe Parent will not, nor and will it not permit any Material Subsidiary to, merge into or amalgamate or consolidate with any other Person, or permit any other Person to merge into or amalgamate or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets, or all or substantially all of the stock Capital Stock of any of its the Material Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate liquidate, wind up or dissolve, except that, (i) if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) continuing, any Subsidiary of Person may amalgamate, consolidate or merge with or into the Parent or the Borrower may merge into the Borrower in a transaction in which the Borrower so long as, if applicable, such Loan Party is the surviving corporation, (ii) any Subsidiary may or amalgamate, consolidate or merge with or into any Loan Party in a transaction in which other Subsidiary so long as, if applicable, the surviving entity is a Loan PartySubsidiary, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (ivii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Parent, the Borrower or to another Subsidiary and any other Subsidiary, or amalgamate, consolidate or merge with or into, the Parent, the Borrower or any other Subsidiary, (viii) any Subsidiary that is not a Loan Party may liquidate liquidate, wind up or dissolve if the Loan Party which owns such Subsidiary Parent determines in good faith that such liquidation liquidation, winding up or dissolution is in the best interests of such Loan Party the Parent and is not materially disadvantageous to the Lenders; provided, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything Lenders and (iv) in addition to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be transactions permitted pursuant to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on clauses (i) obtaining requisite approvals permitting through (iii) above, the respective transaction (Parent and any related financing Material Subsidiary of the Parent may merge, amalgamate or consolidate with, or sell or otherwise dispose of any assets to, a Person (other transactionsthan the Parent or a Subsidiary) in accordance if, after giving effect to any such merger, amalgamation, consolidation, sale or disposition, the book value (determined at the time of such merger, amalgamation, consolidation, sale or disposition) of the subject assets, together with the requirements of Section 9.02 or (ii) the satisfaction and discharge aggregate book value of all outstanding Obligations other assets subject to any transaction under this Agreement and clause (iv) since June 30, 2014, does not exceed 20% of the other Loan DocumentsConsolidated Assets of the Parent as of June 30, 2014; provided further that such agreement shall that, in the case of each of clauses (i) through (iv) above, (x) if any such merger, amalgamation, consolidation, sale or other disposition involves the Parent or the Borrower, the continuing entity resulting from such combination, if such continuing entity is not contain any provision imposing fees or damages on any such Loan Party or its Subsidiary for failure Party, shall execute and deliver an assumption agreement with respect to meet the conditions set forth above Obligations of the Borrower together with supporting documentation and legal opinions, all in form and substance reasonably satisfactory to the Administrative Agent, (y) contain termination provisions which will provide for prior to the termination effectiveness of the agreement within such merger, amalgamation, consolidation, sale or disposition, each Lender shall have received such other documentation and/or certificates that it may reasonably request (including, without limitation, documentation required in order to comply with any applicable “know your client” or AML Legislation) and (z) any successor Borrower qualifies as a reasonable time if the conditions described in the preceding proviso have not been satisfied by such timedirectly eligible borrower of CoBank.
(b) No Loan Party willThe Parent will not, nor and will it not permit any of its the Material Subsidiaries to, engage to any material extent in any business other than (A) the businesses of the type conducted engaged in by the Borrower Parent and its Subsidiaries on the date of execution of this Agreement hereof, and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary (B) any business or substantially activities reasonably related thereto (which shall include, without limitation, any business engaged in using or are reasonable extensions thereofprocessing or selling wood fiber or products derived from wood fiber).
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 1 contract
Fundamental Changes. (a) No Loan Party willThe Company will not, nor and will it not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Company or any Subsidiary of the Borrower may merge into with a Person if the Borrower in Company (or such Subsidiary if the Company is not a transaction in which the Borrower party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into any Loan Party in another Subsidiary or the Company; provided, however, that if the Company is a transaction in which party to such merger, the Company shall be the surviving entity Person, provided, further, that if any Subsidiary to such merger is a Loan Partyan Obligor, the Obligor shall be the surviving Person, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower Company or to another Subsidiary and an Obligor, (iv) AIC or any Additional Obligor may liquidate or dissolve into the Company if such liquidation or dissolution does not have a Material Adverse Effect, (v) any other Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary Company determines in good faith that such liquidation or dissolution is in does not have a Material Adverse Effect and such Subsidiary liquidates or dissolves into another Obligor or the best interests of such Loan Party and is not materially disadvantageous to the LendersCompany; provided, that any such merger involving a Person that is not a wholly owned Wholly-Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time.paragraph 6I.
(b) No Loan Party willThe Company will not, nor and will it not permit any of its Subsidiaries Subsidiary to, engage to any material extent in any business other than businesses of the type conducted by the Borrower Company and its Subsidiaries on the date of execution of this Agreement hereof and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially reasonably related thereto or are reasonable extensions thereofthereto.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 1 contract
Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all any of its assets, or all or substantially all any of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event Default (in the case of Default clauses (i) through (vi)) shall have occurred and be continuing (i) the Borrower or any Guarantor may undertake a Permitted Acquisition, (ii) any Subsidiary of the Borrower may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (iiiii) any Subsidiary of the Borrower may merge into any Loan Party Guarantor in a transaction in which the surviving entity is a Loan Party, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entityGuarantor, (iv) any Subsidiary Guarantor may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and Guarantor, (v) the Borrower or any Guarantor may sell, transfer, lease or otherwise dispose of its assets to any Person in an arms-length transaction, provided the net proceeds of all such sales, transfers, leases and dispositions does not exceed $5,000,000 in the aggregate during the Availability Period, (vi) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the Lenders; provided, provided that any such merger involving a Person that is not a wholly owned Subsidiary of the Borrower immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to , and (vii) the contrary Borrower and its Subsidiaries may sell inventory in the foregoing, each Loan Party and each ordinary course of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such timebusiness.
(b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially reasonably related thereto or are reasonable extensions thereofthereto.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 1 contract
Sources: Credit Agreement (National Medical Health Card Systems Inc)
Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferor lease, lease transfer or otherwise dispose Dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary of may merge with a Person if the Borrower may merge into the Borrower in a transaction in which (or such Subsidiary if the Borrower is not a party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into another Subsidiary; provided, that if any Loan Party in a transaction in which the surviving entity party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another a Subsidiary Loan Party, (iv) the Borrower and any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the extent permitted in Section 7.6, and (v) any Subsidiary that is not (other than a Subsidiary Loan Party Party) may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the Lenders; provided, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time7.4.
(b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries taken as whole on the date of execution of this Agreement hereof and businesses which arereasonably related thereto, except where the Investment made, and other funds expended or committed with respect to such business, do not exceed $5,000,000 in the good faith judgment of the Board of Directors, similar, complimentary or substantially related thereto or are reasonable extensions thereofeach new business.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 1 contract
Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) the Borrower or any Subsidiary of may merge with a Person if the Borrower may merge into the Borrower in a transaction in which (or such Subsidiary if the Borrower is not a party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into another Subsidiary; provided, that if any Loan Party in a transaction in which the surviving entity party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another a Subsidiary Loan Party and (viv) any Subsidiary that is not (other than a Subsidiary Loan Party Party) may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the Lenders; provided, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time7.4.
(b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement hereof and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially reasonably related thereto or are reasonable extensions thereofthereto.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 1 contract
Sources: Revolving Credit and Letter of Credit Loan Agreement (Us Xpress Enterprises Inc)
Fundamental Changes. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, sellor liquidate, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate wind up or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing continuing, (i) any Subsidiary of the Borrower may merge into the Borrower in a transaction in which the Borrower is the surviving corporationentity, (ii) any Subsidiary may merge into any Loan Party Subsidiary in a transaction in which the surviving entity is a wholly-owned Subsidiary and, if any party to such merger is a Subsidiary Loan Party, a Subsidiary Loan Party, (iii) any Person Subsidiary may merge into or consolidate with any Loan Party or any of its Subsidiaries other Person in connection with order to effect a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, and (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to (other than the Borrower or to another Subsidiary and (vBorrower) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the Lenders; provided, provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time.
(b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially related thereto or are reasonable extensions thereofa Permitted Business.
(c) The Borrower will Notwithstanding anything to the contrary contained herein, this Section 6.03 shall not change its fiscal year which currently ends on December 31 of each yearprohibit the “Restructuring Transactions” under (and as defined in) the Reorganization Plan.
Appears in 1 contract
Sources: Credit Agreement (DEX ONE Corp)
Fundamental Changes. (a) No Loan Party willThe Borrowers will not, nor and will it not permit any Subsidiary of their Subsidiaries to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing continuing, (i) any Borrower or any Subsidiary of the Borrower may merge into the with a Person if a Borrower in (or such Subsidiary if a transaction in which the Borrower is not a party to such merger) is the surviving corporationPerson, (ii) any Subsidiary may merge into another Subsidiary, provided that if any Loan Party in a transaction in which the surviving entity party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the a Borrower or to another a Subsidiary Loan Party, and (viv) if, at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, any Subsidiary that is not (other than a Subsidiary Loan Party Party) may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower Representative determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrowers and is not materially disadvantageous to the Lenders; provided, further, that any such merger involving a Person that is not a wholly less than wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time7.4.
(b) No Loan Party willThe Borrowers will not, nor and will it not permit any of its their Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower Borrowers and its their Subsidiaries on the date of execution of this Agreement Closing Date and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially reasonably related thereto or are reasonable extensions thereofthereto.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 1 contract
Fundamental Changes. (a) No Loan Without the Administrative Agent’s prior consent, such Credit Party willwill not, nor and will it not permit any Subsidiary of its Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, convey, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all any of its assets, or all or substantially all of the stock or other equity units of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except 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) any wholly-owned Subsidiary of the any Borrower (other than a Borrower) may merge into the such Borrower in a transaction in which the such Borrower is the surviving corporationentity, (ii) any wholly-owned Subsidiary of any Borrower (other than a Borrower) may merge into any Loan Party other wholly-owned Subsidiary of such Borrower (other than a Borrower) in a transaction in which the surviving entity is a Loan Partywholly-owned Subsidiary, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with wholly-owned Subsidiary (other than a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (ivBorrower) any Subsidiary may sell, transfer, convey, lease or otherwise dispose of its assets to the such Borrower or to another wholly-owned Subsidiary of such Borrower and (viv) any wholly-owned Subsidiary that is not of any Borrower (other than a Loan Party Borrower) may liquidate or dissolve if the Loan Party which owns such Subsidiary Administrative Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the applicable Borrower and is not materially disadvantageous to the Lenders; provided, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time.
(b) No Loan Such Credit Party willwill not, nor and will it not permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the type conducted by the Borrower such Credit Party and its Subsidiaries on the date of execution of this Agreement hereof and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially reasonably related thereto or are reasonable extensions thereof.
(cii) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 1 contract
Sources: Credit Agreement (Cornerstone Core Properties REIT, Inc.)
Fundamental Changes. (a) No Loan Party willThe Company will not, nor and will it not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all any substantial part of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now 62 owned or hereafter acquired)) or sell, transfer, lease or otherwise dispose of any Capital Stock of any Subsidiary, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any Subsidiary of the Borrower Person may merge into the Borrower Company in a transaction in which the Borrower Company is the surviving corporation, (ii) any Subsidiary Person may merge into any Loan Party Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Loan PartyWholly-Owned Subsidiary, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower Company or to another a Wholly-Owned Subsidiary; provided that, upon request of the Required Lenders, any deferred purchase price shall be evidenced by a promissory note in form and substance reasonably acceptable to the Required Lenders, (iv) the Company or any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the extent permitted by Section 6.07(c) and (v) any Subsidiary that is not other than a Loan Party Borrowing Subsidiary may liquidate or dissolve if the Loan Party which owns such Subsidiary Company determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Company and is not materially disadvantageous to the Lenders; provided, provided that any such merger involving a Person that is not a wholly owned Wholly-Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time.
(b) No Loan Party willThe Company will not, nor and will it not permit any of its Subsidiaries Subsidiary to, engage to any material extent in any business other than businesses of the type conducted by the Borrower Company and its the Subsidiaries on the date of execution of this Agreement and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially reasonably related thereto or are reasonable extensions thereofthereto.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 1 contract
Sources: Credit Agreement (Photronics Inc)
Fundamental Changes. (a) No Loan Party willHoldings will not, nor and will it not permit any Subsidiary of its Subsidiaries to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise dispose of (in one a single transaction or in a series of transactions) all or substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided that if, except that, if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing continuing, (i) the Borrower or any Subsidiary may merge with a Person (other than Holdings) if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary of the Borrower may merge into another Subsidiary of the Borrower in Borrower, provided that if any party to such merger is a transaction in which Subsidiary Loan Party, the Borrower is Subsidiary Loan Party shall be the surviving corporation, (ii) any Subsidiary may merge into any Loan Party in a transaction in which the surviving entity is a Loan PartyPerson, (iii) any Person may merge into any Loan Party or any Subsidiary of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary Borrower may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another a Subsidiary and Loan Party, (viv) any Subsidiary that is not of the Borrower (other than a Subsidiary Loan Party Party) may liquidate or dissolve if the Loan Party which owns such Subsidiary Borrower determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Borrower and is not materially disadvantageous to the LendersLenders and (v) the Closing Date Merger shall be permitted; provided, further, that any such merger involving a Person that is not a wholly owned Subsidiary of the Borrower immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time7.4.
(b) No Loan Party willThe Borrower will not, nor and will it not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement hereof and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially reasonably related thereto or are reasonable extensions thereofthereto.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 1 contract
Fundamental Changes. (a) No Loan Party willThe Company will not, nor and will it not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all any substantial part of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired)) or sell, transfer, lease or otherwise dispose of any Capital Stock of any Subsidiary, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any Subsidiary of the Borrower Person may merge into the Borrower Company in a transaction in which the Borrower Company is the surviving corporation, (ii) any Subsidiary Person may merge into any Loan Party Wholly-Owned Subsidiary in a transaction in which the surviving entity is a Loan PartyWholly-Owned Subsidiary, (iii) any Person may merge into any Loan Party or any of its Subsidiaries in connection with a Permitted Acquisition so long as, in the case of a merger involving any Loan Party or Material Foreign Subsidiary, such Loan Party or Material Foreign Subsidiary is the surviving entity, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower Company or to another a Wholly-Owned Subsidiary; PROVIDED that, upon request of the Required Lenders, any deferred purchase price shall be evidenced by a promissory note in form and substance reasonably acceptable to the Required Lenders, (iv) the Company or any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the extent permitted by Section 6.07(c) and (v) any Subsidiary that is not other than a Loan Party Borrowing Subsidiary may liquidate or dissolve if the Loan Party which owns such Subsidiary Company determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party the Company and is not materially disadvantageous to the Lenders; provided, provided that any such merger involving a Person that is not a wholly owned Wholly-Owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. Notwithstanding anything to the contrary in the foregoing, each Loan Party and each of its Subsidiaries shall be permitted to enter into an agreement to effect any transaction of merger or consolidation that is not otherwise permitted under this Section 6.03 at a future time; provided, that such agreement shall be conditioned on (i) obtaining requisite approvals permitting the respective transaction (and any related financing or other transactions) in accordance with the requirements of Section 9.02 or (ii) the satisfaction and discharge of all outstanding Obligations under this Agreement and the other Loan Documents; provided further that such agreement shall (x) not contain any provision imposing fees or damages on any Loan Party or its Subsidiary for failure to meet the conditions set forth above and (y) contain termination provisions which will provide for the termination of the agreement within a reasonable time if the conditions described in the preceding proviso have not been satisfied by such time.
(b) No Loan Party willThe Company will not, nor and will it not permit any of its Subsidiaries Subsidiary to, engage to any material extent in any business other than businesses of the type conducted by the Borrower Company and its the Subsidiaries on the date of execution of this Agreement and businesses which are, in the good faith judgment of the Board of Directors, similar, complimentary or substantially reasonably related thereto or are reasonable extensions thereofthereto.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 1 contract
Sources: Credit Agreement (Photronics Inc)