Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries to, merge into or consolidate 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 or substantially all of its assets (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, immediately before and immediately after giving effect 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 (other than an Insurance Subsidiary) may merge if the Borrower is the surviving Person, (ii) any Subsidiary (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, 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 7.4. (b) The Borrower will not, and will not permit any of its Subsidiaries to, engage in any business other than the business of selling, producing, brokering or underwriting property and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
Appears in 3 contracts
Sources: Term Loan Credit Agreement (Skyward Specialty Insurance Group, Inc.), First Amendment (Skyward Specialty Insurance Group, Inc.), Credit Agreement (Skyward Specialty Insurance Group, Inc.)
Fundamental Changes. (a) The Intermediate Holdings and the Borrower will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sellconsummate a Division as the Dividing Person, lease, transfer or otherwise dispose Dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each caseassets, 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 if, immediately before and immediately after giving effect 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) any Restricted Subsidiary may merge into the Borrower and any Subsidiary (other than an Insurance Subsidiary) may merge if in a transaction in which the Borrower is the surviving Personcompany, (ii) any Restricted Subsidiary (other than an Insurance Subsidiarythe Borrower) or other Person may merge into another any Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (other than an Insurance Subsidiary), provided that and if any a party to such merger transaction is a Subsidiary Loan Party, the Subsidiary resulting entity shall also be a Loan Party shall be the surviving PersonParty), (iii) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all Dispose of its assets to the Borrower or to a Subsidiary Loan Partyanother Restricted Subsidiary, and (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 (other than a v) any Restricted Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, 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 7.46.05; 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 time of or in connection with the applicable Division.
(b) The Intermediate Holdings and the Borrower will not, and will not permit any of its the Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the business type conducted by the Borrower and its Subsidiaries on the date of selling, producing, brokering or underwriting property execution of this Agreement and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
(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 to match the fiscal year end of MSG 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) The Borrower will not, and will not permit any of its Subsidiaries to, merge into or consolidate 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 or substantially all of its assets (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, immediately before at the time thereof and immediately after giving effect 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 Solventcontinuing, (i) the Borrower and or any Subsidiary (other than an Insurance 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 (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, 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 7.4.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage in any business other than the business of selling, producing, brokering or underwriting property health care information technology and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
Appears in 3 contracts
Sources: Revolving Credit Agreement (Healthstream Inc), Revolving Credit Agreement (Healthstream Inc), Revolving Credit Agreement (Healthstream Inc)
Fundamental Changes. (a) The Except as permitted by Section 7.6, the Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate 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 or substantially all of its assets (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 provided, that if, immediately before if at the time thereof and immediately after giving effect 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 or any Subsidiary (other than an Insurance 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 (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiary); provided, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersLender; provided, further, 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 7.4. Notwithstanding the foregoing, the Borrower and the Guarantors shall be permitted to transfer real properties to SPE Subsidiaries for the purpose of permanent financing of such properties.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of substantially the business of selling, producing, brokering or underwriting property same type conducted by the Borrower and casualty, life, health, annuity, its Subsidiaries on the date hereof and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
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) The Borrower will not, and will not permit any of its Subsidiaries to, merge into or consolidate 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 or substantially all of its assets (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, immediately before at the time thereof and immediately after giving effect 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 Solventcontinuing, (i) the Borrower and or any Subsidiary (other than an Insurance 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 (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, 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 7.4.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage in any business other than businesses of the business of selling, producing, brokering or underwriting property type conducted by the Borrower and casualty, life, health, annuity, its Subsidiaries on the date hereof and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
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) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate 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 or substantially all of its assets (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 provided, that if, immediately before if at the time thereof and immediately after giving effect 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 or any Subsidiary (other than an Insurance 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 (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiary); provided, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, Party and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, 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 7.4.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage in any business other than businesses of the business of selling, producing, brokering or underwriting property type conducted by the Borrower and casualty, life, health, annuity, its Subsidiaries on the date hereof and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
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) The Borrower will not, and will not permit any of its Subsidiaries to, merge into or consolidate Enter into any other Personmerger, consolidation or amalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or sell, lease, transfer or otherwise dispose Dispose of (in a single transaction or a series of transactions) all or substantially all of its assets property or business, except that:
(in each case, whether now owned a) any Subsidiary of the Borrower may be merged or hereafter acquiredconsolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or all with or substantially 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 to the stock Borrower or any Subsidiary (upon voluntary liquidation or otherwise);
(c) the Borrower or a wholly-owned Subsidiary of any the Borrower may merge with another corporation, provided (i) the Borrower or such wholly-owned Subsidiary (subject to clause (ii)), as the case may be, shall be the continuing or surviving corporation of its Subsidiaries such merger, or (ii) in each casethe 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, whether now the Borrower shall cause such continuing or surviving corporation to be a wholly-owned or hereafter acquired) or liquidate or dissolveSubsidiary of the Borrower; provided that ifin the case of (i) and (ii) above, immediately before and immediately after giving effect thereto, (I) to such merger no Default or Event of Default shall have occurred and be continuing continuing; and
(d) provided no Default or Event of Default shall result therefrom have occurred and (II) the Borrower and each of its Subsidiaries is Solventbe continuing, (i) the Borrower and any Subsidiary (other than an Insurance Subsidiary) may merge if the Borrower is the surviving Person, (ii) any Subsidiary (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sellbe dissolved, transfer, lease wound-up or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve liquidated if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and Borrower, 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 Lenders and would not be permitted unless also permitted by Section 7.4likely to have a Material Adverse Effect.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage in any business other than the business of selling, producing, brokering or underwriting property and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
Appears in 3 contracts
Sources: Credit Agreement (Synopsys Inc), Credit Agreement (Synopsys Inc), Credit Agreement (Synopsys Inc)
Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate 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 or substantially all of its assets (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 provided, that if, immediately before if at the time thereof and immediately after giving effect 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 or any Subsidiary (other than an Insurance 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 (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiary); provided, provided that if any party to such merger is a Subsidiary Loan PartyWholly Owned Subsidiary, the Wholly Owned Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to merge into the Borrower or to a Subsidiary Loan Partyif Borrower is the surviving Person, and (iv) any Subsidiary (other than a Subsidiary Loan PartyWholly Owned Subsidiary) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, 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 7.4.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the business of selling, producing, brokering or underwriting property type conducted by the Borrower and casualty, life, health, annuity, its Subsidiaries on the date hereof and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
Appears in 3 contracts
Sources: Revolving Credit Agreement (Amsurg Corp), Revolving Credit Agreement (Amsurg Corp), Revolving Credit Agreement (Amsurg Corp)
Fundamental Changes. (a) The Borrower No Loan Party will, nor will not, and will not it permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (in each caseassets, 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, immediately before except that, if at the time thereof and immediately after giving effect thereto, (I) thereto 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) any Subsidiary of the Borrower and any Subsidiary (other than an Insurance Subsidiary) may merge if into the Borrower in a transaction in which the Borrower is the surviving Personcorporation, (ii) any Subsidiary (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger Loan Party in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary (iii) any Person may merge into any Loan Party shall be 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 Personentity, (iiiiv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a another Subsidiary Loan Party, and (ivv) any Subsidiary (other than that is not a Subsidiary Loan Party) Party may liquidate or dissolve if the Borrower Loan Party which owns such Subsidiary determines in good faith that such liquidation or dissolution is in the best interests of the Borrower such Loan Party 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 7.46.04. 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) The Borrower No Loan Party will, nor will not, and will not it permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the business type conducted by the Borrower and its Subsidiaries on the date of sellingexecution of this Agreement and businesses which are, producingin the good faith judgment of the Board of Directors, brokering similar, complimentary or underwriting property and casualty, life, health, annuity, and supplemental insurance substantially related thereto or reinsurance and those businesses that are complementary, ancillary or reasonably related theretoreasonable 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) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of the assets of the Borrower and its assets Subsidiaries taken as a whole (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, immediately before except that, if at the time thereof and immediately after giving effect thereto, (I) thereto 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 (other than an Insurance Subsidiary) may merge if into any other Person in a transaction in which the Borrower is the surviving Personcorporation, (ii) any Subsidiary (other than an Insurance Subsidiary) may merge into another the Borrower in a transaction in which the Borrower is the surviving corporation, (iii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iv) any Subsidiary may merge into any other than an Insurance Subsidiary), provided that if any party to such merger Person in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary Loan Party shall be or in a transaction permitted by Section 6.09 and in which the surviving PersonPerson is not a Subsidiary, (iiiv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another Subsidiary or in a Subsidiary Loan Partytransaction 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 (ivviii) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, 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 7.46.04.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the business type conducted by the Borrower and its Subsidiaries and Hannaford and its subsidiaries on the date of selling, producing, brokering or underwriting property execution of this Agreement and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related or incidental thereto.
Appears in 3 contracts
Sources: Credit Agreement (Delhaize America Inc), Credit Agreement (Delhaize America Inc), Credit Agreement (Delhaize America Inc)
Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate 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 or substantially all of its assets (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 provided, that if, immediately before if at the time thereof and immediately after giving effect 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 or any Subsidiary (other than an Insurance Subsidiary) may merge with a Person if (x) the Borrower is the surviving PersonPerson 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 (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiary); provided, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving PersonPerson or the surviving Person shall become a Subsidiary Loan Party pursuant to Section 5.11, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, Party or in connection with a Disposition permitted pursuant to Section 7.6 and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, 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 7.4.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage in any business other than the business of selling, producing, brokering or underwriting property and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
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) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (in each caseassets, 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, immediately before except that, if at the time thereof and immediately after giving effect thereto, (I) thereto 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) any Person may merge into the Borrower and any Subsidiary (other than an Insurance Subsidiary) may merge if in a transaction in which the Borrower is the surviving Personcorporation, (ii) any Subsidiary (other than an Insurance Subsidiary) /Person may merge into another any Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving PersonSubsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan PartyGuarantor (subject to the limitations of Section 6.04), and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, (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, further, 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 7.46.04.
(b) The Borrower will not, shall not change any of and will 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 unless, in any business other each case, (1) each of the 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 business Borrower has taken all action required to maintain the Administrative Agent’s first priority perfected Lien for the benefit of selling, producing, brokering or underwriting property and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related theretothe Secured Parties in the Collateral.
Appears in 2 contracts
Sources: Credit Agreement (Johnson Outdoors Inc), Credit Agreement (Johnson Outdoors Inc)
Fundamental Changes. (a) The US Borrower will not, and will not permit any of its Subsidiaries to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (other than sales of Receivables, operating leases through its leasing Subsidiaries or interests therein in each casethe ordinary course of business for finance companies by the US Borrower or a Securitization Subsidiary in connection with a Qualified Securitization Transaction), 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, immediately before except that, if at the time thereof and immediately after giving effect thereto, (I) thereto 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 Solventcontinuing, (i) the Borrower and any Subsidiary (other than an Insurance Subsidiary) Person may merge if into the US Borrower in a transaction in which the US Borrower is the surviving Personcorporation, (ii) any Subsidiary Person (other than an Insurance Subsidiarythe US Borrower) may merge into another any Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Persondirect or indirect Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the US Borrower or to a Subsidiary Loan Partyanother Subsidiary, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the US Borrower determines in good faith that such liquidation or dissolution is in the best interests of the US Borrower and is not materially disadvantageous to the Lenders; provided, further, 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 7.48.06 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 extent required by Section 4.06.
(b) The US Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the business type conducted by the US Borrower and its Subsidiaries on the date of sellingexecution of this Agreement and businesses reasonably related, producingsimilar, brokering supportive or underwriting property and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
Appears in 2 contracts
Sources: Credit Agreement (Navistar International Corp), Credit Agreement (Navistar International Corp)
Fundamental Changes. (a) The No Borrower will not, and will not permit any of its Subsidiaries to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (excluding (i) assets sold or disposed of in each casethe ordinary course of business or (ii) between or among MetLife and its direct and indirect wholly-owned Subsidiaries), whether now owned or hereafter acquired(in the case of MetLife) or 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, 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 that iffurther, immediately before that, if at the time thereof and immediately after giving effect thereto, (I) thereto no Default or Event of Default shall have occurred and be continuing or shall result therefrom and (IIA) the Borrower and each of its Subsidiaries is Solvent, (i) the Borrower and any Subsidiary (other than an Insurance Subsidiary) of a Borrower may merge if the into such Borrower in a transaction in which such Borrower is the surviving Personcorporation, (iiB) any Subsidiary (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary Funding may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to MetLife or the Borrower Company, including via liquidation, so long as MetLife or to a Subsidiary Loan Partythe Company expressly assumes the obligations of Funding hereunder and under the promissory notes issued hereunder, and (ivC) a Borrower may merge or consolidate with any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve Person if such Borrower is the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, 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 7.4surviving corporation.
(b) The Borrower MetLife will not, and will not permit any of its Material Subsidiaries to, engage to any material extent in any business other than (i) businesses of the business type conducted by MetLife or any of selling, producing, brokering or underwriting property its Subsidiaries on the date of execution of this Agreement and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related theretothereto or (ii) businesses financial in nature.
Appears in 2 contracts
Sources: 364 Day Credit Agreement (Metlife Inc), Credit Agreement (Metlife Inc)
Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Material Subsidiary to, merge into or consolidate into with 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 or substantially all of its assets (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, immediately before except that, if at the time thereof and immediately after giving effect thereto, (I) thereto 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) any Person may merge into the Borrower and any Subsidiary (other than an Insurance Subsidiary) may merge if in a transaction in which the Borrower is the surviving Person, corporation and (ii) any Subsidiary Person (other than an Insurance Subsidiarythe Borrower) may merge into another any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (other than an Insurance Subsidiary), provided that if any party to such merger is a Subsidiary Restricted Collateral Party, a Collateral Party or a Loan Party) is a Restricted Collateral Party, a Collateral Party or a Loan Party, as the Subsidiary Loan Party shall be the surviving Personcase may be, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, 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 7.46.04.
(b) The Borrower will not, and will not permit any of its Subsidiaries Material Subsidiary to, engage to any material extent in any business other than businesses of the business of selling, producing, brokering or underwriting property type conducted by the Borrower and casualty, life, health, annuity, the Subsidiaries on the Effective Date and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
(c) The Borrower will not, and will not permit any other Loan Party, to sell, transfer, lease or otherwise dispose of all or substantially all its 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 100% of the 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) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate 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 or substantially all of its assets (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 provided, that if, immediately before if at the time thereof and immediately after giving effect 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 or any Subsidiary (other than an Insurance 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 (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiary); provided, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, Party and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, 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 7.4.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage in any business other than the business of selling, producing, brokering or underwriting property and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement (JTH Holding, Inc.), Revolving Credit Agreement (JTH Holding, Inc.)
Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate 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 or substantially all of its assets (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 provided, that if, immediately before if at the time thereof and immediately after giving effect 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 or any Subsidiary (other than an Insurance 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 (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiary); provided, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, 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 7.47.4 and (v) the foregoing shall not prohibit the incurrence of any Liens otherwise permitted under this Agreement.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage in any business other than businesses of the business of selling, producing, brokering or underwriting property type conducted by the Borrower and casualty, life, health, annuity, its Subsidiaries on the date hereof and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
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) The Neither Holdings nor the Borrower will, nor will not, and will not they permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with 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 or substantially all of its assets (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, immediately before except that, if at the time thereof and immediately after giving effect thereto, (I) thereto 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) any Subsidiary may merge into the Borrower and any Subsidiary (other than an Insurance Subsidiary) may merge if in a transaction in which the Borrower is the surviving Personcorporation, (ii) any Subsidiary (other than an Insurance Subsidiarythe Borrower) may merge into another any other Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger the Borrower) in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving PersonSubsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, and (iv) any Subsidiary (other than a Subsidiary Loan Partythe Borrower ) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, (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, further, 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 7.46.04.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the business of selling, producing, brokering or underwriting property type conducted by the Borrower and casualty, life, health, annuity, its Subsidiaries on the Revolving Effective Date and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
(c) Holdings will not 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 existence as a publicly- owned holding company. Holdings will not own or acquire any assets (other than shares of capital 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) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate 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 or substantially all of its assets (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 provided, that if, immediately before if at the time thereof and immediately after giving effect 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 or any Subsidiary (other than an Insurance 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 (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiary); provided, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, Party and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, 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 7.4.
(b) The Except for ancillary or complementary lines of business, or other lines of business added through growth or development of Borrower’s current line of business, the Borrower will not, and will not permit any of its Subsidiaries to, engage in any business other than businesses of the business of selling, producing, brokering or underwriting property type conducted by the Borrower and casualty, life, health, annuity, its Subsidiaries on the date hereof and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Rollins Inc), Revolving Credit Agreement (Rollins Inc)
Fundamental Changes. (a) The Excluding Permitted Acquisitions, the Borrower will not, and will not permit any of its Subsidiaries the Loan Parties to, make any Acquisitions, merge into or consolidate 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 or substantially all of its assets (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, immediately before at the time thereof and immediately after giving effect 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 Solventcontinuing, (i) the Borrower and or any Subsidiary (other than an Insurance Subsidiary) Loan Party may merge with a Person if the Borrower (or such Loan Party if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary (other than an Insurance Subsidiary) Loan Party may merge into another Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger is a Subsidiary Loan Party, so long as the Subsidiary Loan Party shall be the Borrower and Parent are at all times surviving Personentities, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Partythe Parent, and (iv) any Subsidiary Loan Party (other than a Subsidiary Loan Partythe Borrower or the Parent) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, 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 7.4.
(b) The Borrower will not, and will not permit any of its Subsidiaries the Loan Parties to, engage in any business other than businesses of the type conducted by the Borrower and the Loan Parties on the date hereof and businesses or lines of business of selling, producing, brokering or underwriting property and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary incidental or reasonably related thereto.
Appears in 2 contracts
Sources: Credit Agreement (Malibu Boats, Inc.), Credit Agreement (Malibu Boats, Inc.)
Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary Guarantor to, merge into or consolidate 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 or substantially all of its assets (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 provided, that if, immediately before if at the time thereof and immediately after giving effect 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 or any Subsidiary (other than an Insurance 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 (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiary); provided, provided that if any party to such merger is a Subsidiary Loan PartyGuarantor, the Subsidiary Loan Party Guarantor shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan PartyGuarantor, and (iv) any Subsidiary (other than a Subsidiary Loan PartyGuarantor) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Borrower, and is not materially disadvantageous to the Lenders; provided, further, 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 7.4.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage in any business other than businesses of the business of selling, producing, brokering or underwriting property type conducted by the Borrower and casualty, life, health, annuity, its Subsidiaries on the date hereof and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.. The Special Purpose Subsidiaries will not engage in any business other than to hold such assets and conduct such business as is consistent with its 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) The Neither the Parent nor the Borrower will notwill, and neither of them will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (in each caseassets, 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, immediately before except that, if at the time thereof and immediately after giving effect thereto, (I) thereto 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 (other than an Insurance Subsidiary) Parent may merge if with or into any other Person so long as the Parent is the surviving entity, (ii) the Borrower may merge with or into any other Person so long as the Borrower is the surviving Personentity and remains a wholly owned subsidiary of the Parent, (iiiii) any Subsidiary (other than an Insurance Subsidiary) may merge with or into another any other wholly owned Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger in a transaction in which the surviving entity is a Subsidiary Loan Party, and any Subsidiary may merge with or into Borrower in a transaction in which the Subsidiary Loan Party shall be Borrower is the surviving Personentity, (iiiiv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a another Subsidiary Loan Party, and (ivv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the its best interests of 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 7.4.
(b) The Neither the Parent nor the Borrower will notwill, and neither of them will 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 business of selling, producing, brokering or underwriting property and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related theretoforegoing.
Appears in 2 contracts
Sources: Credit Agreement (Jato Communications Corp), Credit Agreement (Jato Communications Corp)
Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate 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 any of its Subsidiaries (in each case, whether now owned or hereafter acquired) other equity interest or may liquidate or dissolve; provided that if, immediately before and immediately after giving effect thereto, (I) dissolve if no Default or Event of Default shall have has occurred and be is continuing or shall would result therefrom and (II) the Borrower and each of its Subsidiaries is Solvent, (i) the Borrower and any Subsidiary (other than an Insurance Subsidiary) may merge if the Borrower is the surviving Person, (ii) any Subsidiary (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Partytherefrom, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if 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, furtherhowever, that (x) in no event shall any such merger involving a Person that is merger, consolidation, sale, transfer, lease or other disposition whether or not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also otherwise permitted by this Section 7.47.3 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 business and assets (whether now owned or hereafter acquired) to, any Person, except pursuant to Section 14 or Section 15 (to the extent it applies to a merger pursuant to Section 14) of the Borrower Partnership Agreement.
(b) The Borrower shall not 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 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) as permitted pursuant to Section 14 or Section 15 (to the extent it applies to a merger pursuant to Section 14) of the Borrower Partnership Agreement.
(c) The Borrower will not, and will not permit any of its Subsidiaries to, engage in any business other than the business operation of sellingthe Pipeline, producingthe construction and operation of additions, brokering or underwriting property extensions and casualtyexpansions related to the Pipeline, lifethe ownership and operation of any other pipelines, health, annuitygas storage facilities and related equipment and Property, and supplemental insurance or reinsurance services related to the transportation and those businesses that are complementary, ancillary or reasonably related theretomarketing of natural gas.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Tc Pipelines Lp), Revolving Credit Agreement (Northern Border Pipeline Co)
Fundamental Changes. (a) The Borrower Parent will not, and will not permit the Borrower or any of its Subsidiary (other than NMTC Subsidiaries to the extent not reasonably expected to result in a Material Adverse Effect) to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of related transactions) all or substantially all of its assets (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, both immediately before and after giving effect thereto, no Event of Default shall or would exist:
(i) the Parent may merge or consolidate with any 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 (I) no Default or Event assuming, for purposes of Default shall have the Financial Covenants, that all mergers, acquisitions and dispositions consummated since the first day of such fiscal quarter, had occurred and be continuing or shall result therefrom and on the first day of such fiscal quarter);
(IIii) the Borrower and each of its Subsidiaries is Solventmay merge or consolidate with any Subsidiary Guarantor, provided that the Borrower shall be the surviving entity;
(iiii) 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 (other than an Insurance Subsidiary) may merge if or consolidate with or into the Borrower in a transaction in which the Borrower is the surviving Person, (iiB) any Subsidiary (other than an Insurance Subsidiary) Guarantor may merge or consolidate with or into another any Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger is in a transaction in which a Subsidiary Loan Party, the Subsidiary Loan Party shall be Guarantor is the surviving Person, and (iiiC) 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 or consolidate with any other Person, provided that (A) immediately after giving effect thereto, no Default shall or would exist, and (B) either (1)(a) such Subsidiary is the surviving Person, 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, (B) 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 to a any Subsidiary Loan Party, and (ivupon voluntary liquidation or dissolution or otherwise);
(vii) any Subsidiary (other than may sell, transfer, lease or otherwise dispose of its assets in a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, that any such merger involving a Person transaction that is not a wholly owned Subsidiary immediately prior to otherwise permitted by this Section 7.3(a), provided that such merger shall not be permitted unless also sale, transfer, lease or other disposition is permitted by Section 7.47.7; and
(viii) any Subsidiary may liquidate, wind up or dissolve so long as (A) the assets of any such Subsidiary that is a Subsidiary Guarantor are transferred to the Borrower or another Subsidiary Guarantor, or (B) the assets of any such Subsidiary that is an Excluded Subsidiary are transferred to the Borrower or a Subsidiary.
(b) The Borrower Parent will not, and will 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 in any business other than businesses of the business of sellingtype conducted by the Parent, producingthe Borrower and the Subsidiaries on the Fourth Restatement Closing Date and businesses which are now, brokering or underwriting property and casualtywhich in the future shall have become, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related theretothereto or a reasonable extension thereof.
Appears in 2 contracts
Sources: Credit and Guarantee Agreement (General Communication Inc), Credit and Guarantee Agreement (Gci Inc)
Fundamental Changes. (a) The Borrower Company will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all make any disposition of its assets (in each case, whether now owned property or hereafter acquired) 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; provided that if, immediately before and immediately after giving effect thereto, except that:
(I) no Default or Event of Default shall have occurred and be continuing or shall result therefrom and (IIa) the Borrower Company and each of its Subsidiaries is Solventmay purchase and sell inventory in the ordinary course of business;
(b) the Company and its Subsidiaries may sell, transfer or otherwise dispose of excess, damaged, obsolete or worn out assets and scrap in the ordinary course of business;
(c) the Company and its Subsidiaries may enter into and consummate Permitted Acquisitions;
(d) (i) the Borrower and any Subsidiary (other than an Insurance Subsidiary) Person may merge if into the Borrower Company in a transaction where the Company is the surviving Personsurvivor thereof, (ii) any Subsidiary Person (other than an Insurance Subsidiarythe Company) may merge into another Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger is a Subsidiary Loan Party, Guarantor where such Subsidiary Guarantor is the Subsidiary Loan Party shall be the surviving Personsurvivor thereof, (iii) any Subsidiary may sell, transfer, lease Person (other than the Company or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan PartyGuarantor) may merge into any European Borrower where such European Borrower is the survivor thereof, and (iv) any Subsidiary Person (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower merge into any other Foreign Subsidiary and is not materially disadvantageous to the Lenders(v) any Immaterial Subsidiary may merge into any other Immaterial Subsidiary; 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 7.4.6.04; 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;
(bi) The the Company may sell or transfer assets to any Subsidiary Guarantor, (ii) any Subsidiary may sell or transfer assets to the Company or any Subsidiary Guarantor, (iii) any European Borrower may sell or transfer assets to any Foreign Subsidiary so long as the aggregate consideration for all such sales and transfers governed by this clause (iii) does not exceed $10,000,000 at any time, and (iv) to the extent not governed by clauses (i) through (iii) above, any Foreign Subsidiary or Immaterial Subsidiary may sell or transfer assets to the Company or any other Subsidiary; provided, that no Designated Subsidiary (or any Subsidiary thereof) shall 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) sell Receivables under Permitted Receivables Facilities (subject to the limitation that the Attributable Receivables Indebtedness thereunder shall not exceed an aggregate principal amount of $225,000,000) and (ii) sell or discount, in each case without recourse and in the 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 not as part of 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 Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders;
(h) 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 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 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 this clause (l) in any fiscal year, does not constitute a Substantial Portion of the assets of the Company and its Subsidiaries. In addition to the foregoing, the Company will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than if as a result thereof the general nature of the business of selling, producing, brokering or underwriting property the Company and casualty, life, health, annuity, its Subsidiaries taken as a whole would be substantially changed from the general nature of the business of the Company and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related theretoits Subsidiaries on the Effective Date.
Appears in 2 contracts
Sources: Credit Agreement (Insight Enterprises Inc), Credit Agreement (Insight Enterprises Inc)
Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with 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 or substantially all of its assets (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, immediately before except that, if at the time thereof and immediately after giving effect thereto, (I) thereto no Default or Event of Default shall have occurred and be continuing or shall result therefrom and continuing:
(II) the Borrower and each of its Subsidiaries is Solvent, (i) the Borrower and any Subsidiary (other than an Insurance Subsidiary) may merge if the Borrower is the surviving Person, (ii) any Subsidiary (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iiia) any Subsidiary may sellbe merged or consolidated with or into any Person (including another Subsidiary) and any Subsidiary may be liquidated or dissolved or change its legal form, transfer, lease in each case in order to consummate any Investment otherwise permitted by Section 6.05 or Disposition otherwise dispose of all or substantially all of its assets to permitted by Section 6.10;
(b) the Borrower may be consolidated with or to a Subsidiary merged into any newly formed corporation organized under the laws of the United States or any State thereof solely for changing its jurisdiction of incorporation; provided that simultaneously with such transaction, (x) the Person formed by such consolidation or into which the Borrower is merged shall expressly assume all obligations of the Borrower under the Loan Party, Documents and (ivy) the Person formed by such consolidation or into which the Borrower is merged shall take all actions as may be required to preserve the enforceability of the Loan Documents and validity and perfection of the Liens of the Collateral Documents;
(c) any Inactive Subsidiary or Immaterial Subsidiary may merge into or consolidate with another Immaterial Subsidiary or Inactive Subsidiary but if the surviving entity becomes a Specified Domestic Subsidiary the Borrower shall comply with Section 5.09; and
(d) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the its best interests of the Borrower and is not materially disadvantageous adverse to the Lenders; providedLenders and, furtherif such Subsidiary is a Loan Party, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior Loan Party’s assets and property are transferred to such merger shall not be permitted unless also permitted by Section 7.4another Loan Party.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage in any business other than the business of selling, producing, brokering or underwriting property and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
Appears in 2 contracts
Sources: Restatement Agreement (Constellation Brands, Inc.), Credit Agreement (Constellation Brands, Inc.)
Fundamental Changes. (a) The Neither Holdings nor the Borrower will, nor will not, and will not they permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with 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 or substantially all of its assets (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, immediately before except that, if at the time thereof and immediately after giving effect thereto, (I) thereto 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) any Subsidiary may merge into the Borrower and any Subsidiary (other than an Insurance Subsidiary) may merge if in a transaction in which the Borrower is the surviving Personcorporation, (ii) any Subsidiary (other than an Insurance Subsidiarythe Borrower) may merge into another any other Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger the Borrower) in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving PersonSubsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, and (iv) any Subsidiary (other than a Subsidiary Loan Partythe Borrower ) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, (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, further, 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 7.46.04.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the business of selling, producing, brokering or underwriting property type conducted by the Borrower and casualty, life, health, annuity, its Subsidiaries on the Effective Date and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
(c) Holdings will not 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 existence as a publicly-owned holding company. Holdings will not own or acquire any assets (other than shares of capital 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) The Borrower Excluding Permitted Acquisitions, the Parent will not, and will not permit any of its Subsidiaries to, make any Acquisitions, merge into or consolidate 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 or substantially all of its assets (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, immediately before at the time thereof and immediately after giving effect 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 Solventcontinuing, (i) the Borrower and or any Subsidiary (other than an Insurance Subsidiary) Loan Party may merge with a Person if the Borrower (or any other Loan Party if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary (other than an Insurance Subsidiary) Loan Party may merge into another Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger is a Subsidiary Loan Party, so long as the Subsidiary Loan Party shall be Borrower, Holdings and the Parent are at all times surviving Personentities, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary any Loan PartyParty (other than Parent and Holdings), and (iv) any Subsidiary Loan Party (other than a Subsidiary Loan Partythe Borrower, Holdings and the Parent) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the 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 7.4.
(b) The Borrower will not, and will not permit the Parent or any of its Subsidiaries to, engage in any business other than businesses of the type conducted by the Parent and its Subsidiaries on the date hereof and businesses or lines of business of selling, producing, brokering or underwriting property and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary incidental or reasonably related thereto.
Appears in 2 contracts
Sources: Credit Agreement (OneWater Marine Inc.), Credit Agreement (OneWater Marine Inc.)
Fundamental Changes. (a) The Borrower Loan Parties will not, and will not permit any of its their Restricted Subsidiaries to, merge into or consolidate 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 or substantially all of its assets (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, immediately before at the time thereof and immediately after giving effect 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 Solventcontinuing, (i) the Borrower and or any Restricted Subsidiary (other than an Insurance Subsidiary) may merge with a Person if the Borrower (or a Restricted Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Restricted Subsidiary (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Restricted Subsidiary), ; provided that if any party to such merger is a Subsidiary Loan PartyGuarantor, the Subsidiary Loan Party Guarantor shall be the surviving Person, (iii) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan PartyGuarantor, and (iv) 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 (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, 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 7.4; provided, further, that the Closing Date Merger shall be permitted.
(b) The Borrower Loan Parties will not, and will not permit any of its their Restricted Subsidiaries to, engage in any business other than businesses of the business of selling, producing, brokering or underwriting property type conducted by the Loan Parties and casualty, life, health, annuity, their Restricted Subsidiaries on the Closing Date and supplemental insurance or reinsurance and those businesses that are complementaryreasonably related, ancillary or reasonably related theretocomplementary thereto or a reasonable extension thereof.
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) The Borrower will not, and nor -------------------- will not it permit any of its Subsidiaries Restricted Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (in each caseassets, 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 if, immediately before except that, if at the time thereof and immediately after giving effect thereto, (I) thereto 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) any Person may merge into the Borrower and any or a Restricted Subsidiary (other than an Insurance a License Subsidiary) may merge if pursuant to a transaction that constitutes a Permitted Acquisition, provided that the -------- survivor of such merger is the Borrower is the surviving Personor a Restricted Subsidiary, as applicable; (ii) any Restricted Subsidiary (other than an Insurance a License Subsidiary) may merge into another any other Restricted Subsidiary (other than an Insurance a License Subsidiary), provided that if any party to such merger ) in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving PersonRestricted Subsidiary, (iii) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, and (iv) any another Restricted Subsidiary (other than a License Subsidiary) or (iv) any Restricted Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the its best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, 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 7.46.04.
(b) The Borrower will not, and nor will not it permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than the telecommunications and data networking business of selling, producing, brokering or underwriting property and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
Appears in 2 contracts
Sources: Credit Agreement (Advanced Radio Telecom Corp), Working Capital Credit Agreement (Advanced Radio Telecom Corp)
Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Material Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, or lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (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 provided, that if, immediately before if at the time thereof and immediately after giving effect thereto, (I) no Default or Event of Default shall have occurred and be continuing (a) any Material Subsidiary may merge or shall result therefrom and (II) consolidate with the Borrower, provided that the Borrower and each of its Subsidiaries is Solventshall be the continuing or surviving corporation, (ib) 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 Borrower Wholly-Owned Subsidiary shall be the continuing or surviving corporation; (c) and any Subsidiary may sell or transfer all or substantially all of its assets (other than an upon voluntary liquidation or otherwise), to the Borrower or another Wholly-Owned Subsidiary; (d) any Material Subsidiary which is a financial institution (excluding any Insurance Subsidiary) may merge if the Borrower is the surviving consolidate with or be a party to a merger with another Person, (ii) any Subsidiary (other than an Insurance Subsidiary) and may merge into another Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to assets, and the Borrower or another Subsidiary may sell, transfer or otherwise dispose of the Capital Stock of any such Material Subsidiary, in each case, pursuant to a divestiture of such Material Subsidiary Loan Party, and (iv) any Subsidiary (other than which is specifically mandated by a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of regulatory authority having jurisdiction over the Borrower and is its Subsidiaries, provided that (i) at the time of such divestiture and immediately after giving effect thereto, no Default or Event of Default shall exist and (ii) such divestiture could not materially disadvantageous reasonably be expected to the Lenders; provided, further, that any such merger involving have a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4Material Adverse Effect.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage in any business other than businesses substantially the business of selling, producing, brokering same as presently conducted or underwriting property and casualty, life, health, annuity, and supplemental insurance or reinsurance and those such other businesses that are complementary, ancillary or reasonably related thereto, including any business in which a “financial holding company” (as defined in Section 4(k) of the Bank Holding Company Act (12 U.S.C. §1841)) may engage.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Landamerica Financial Group Inc), Revolving Credit Agreement (Landamerica Financial Group Inc)
Fundamental Changes. (a) The Holdings and the Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or sell, or lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (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 provided, that if, immediately before if at the time thereof and immediately after giving effect 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) any Subsidiary of Holdings other than the Borrower and any Subsidiary (other than an Insurance Subsidiary) may consolidate or merge with or into a Person if the Borrower is the Person formed by or surviving Personsuch consolidation or merger is, or immediately following such consolidation or merger becomes, a Subsidiary Loan Party, (ii) any Subsidiary (other than an Insurance Subsidiary) may consolidate or merge with or into another Subsidiary (other than an Insurance Subsidiary); provided, provided that if any 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 shall be the surviving PersonParty, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to Holdings, the Borrower or to a Subsidiary Loan Party, Party and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower Holdings determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Holdings and is not materially disadvantageous to the Lenders; provided, further, 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 7.4.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage in any business other than businesses of the business of selling, producing, brokering or underwriting property type conducted by the Borrower and casualty, life, health, annuity, its Subsidiaries on the date hereof and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Swift Transportation Co Inc), Revolving Credit Agreement (Swift Transportation Co Inc)
Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Regulated Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all any substantial part of its assets (in each caseassets, whether now owned or hereafter acquired) 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; provided that if, immediately before except that, if at the time thereof and immediately after giving effect thereto, (I) thereto 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) any Subsidiary may merge into the Borrower and any Subsidiary (other than an Insurance Subsidiary) may merge if in a transaction in which the Borrower is the surviving Personcorporation, (ii) any Subsidiary (other than an Insurance Subsidiary) may merge into another any Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving PersonSubsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets in the ordinary course of business or to the Borrower or to a another Subsidiary Loan Party, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersLender; provided, further, 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 7.46.04; 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 Lender.
(b) The Borrower will not, and will not permit any of its Regulated Subsidiaries to, engage to any material extent in any business other than businesses of the business type conducted by the Borrower and its Regulated Subsidiaries on the date of selling, producing, brokering or underwriting property execution of this Agreement and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
Appears in 2 contracts
Sources: Credit Agreement (Central Vermont Public Service Corp), Credit Agreement (Central Vermont Public Service Corp)
Fundamental Changes. (a) The Borrower Borrowers will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with 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 or substantially all of its assets (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, immediately before except that, if at the time thereof and immediately after giving effect thereto, (I) thereto 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 (other than an Insurance Subsidiary) may merge if the into a Borrower in a transaction in which such Borrower is the surviving Personcorporation, (ii) any Subsidiary (other than an Insurance Subsidiarya Borrower) may merge into another any Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving PersonSubsidiary, (iii) a Person may be merged into a Borrower or any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or pursuant to a Subsidiary Loan PartyPermitted Acquisition, and (iv) any Subsidiary (other than a Subsidiary Loan PartyBorrower) may liquidate or dissolve if the Borrower determines Borrowers determine in good faith that such liquidation or dissolution is in the best interests of the Borrower Borrowers and is not materially disadvantageous to the Lenders; provided, further, 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 7.46.04. The Borrowers will not, nor will they permit any Subsidiary to, make any Asset Disposition except for (i) Asset Dispositions expressly permitted by Sections 6.04, 6.06 or 6.07 and (ii) other Asset Dispositions of property that, together with all other property of the 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 disposition occurs, do not constitute a Substantial Portion of the property of the Parent and its Subsidiaries; provided that under no circumstances shall the Equity Interests in a Borrower be included in a permitted Asset Disposition.
(b) The Borrower Borrowers will not, and will not permit any of its Subsidiaries Subsidiary to, engage to any material extent in any business other than businesses of the business type conducted by the Parent and its Subsidiaries on the date of selling, producing, brokering or underwriting property execution of this Agreement and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related or incidental thereto.
Appears in 2 contracts
Sources: Credit Agreement (Argo Group International Holdings, Ltd.), Credit Agreement (Argo Group International Holdings, Ltd.)
Fundamental Changes. (a) The Borrower Sponsor will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate 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 or substantially all of its assets (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 provided, that if, immediately before if at the time thereof and immediately after giving effect thereto, (I) no Default or Credit 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 Sponsor or any Subsidiary (other than an Insurance Subsidiary) may merge with a Person if the Borrower Sponsor (or such Subsidiary if the Sponsor is not a party to such merger) is the surviving Person, (ii) any Subsidiary (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiary)or the Sponsor; provided, provided however, that if the Sponsor is a party to such merger, the Sponsor shall be the surviving Person, provided, further, that if any party Subsidiary to such merger is a Subsidiary Loan PartyGuarantor, the Subsidiary Loan Party Guarantor shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower Sponsor or to a Subsidiary Loan PartyGuarantor, and (iv) any other Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower Sponsor determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and Sponsor, is not materially disadvantageous to the LendersParticipants, and such Subsidiary dissolves into another Guarantor or the Sponsor; provided, further, 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 7.48.4.
(b) The Borrower Sponsor will not, and will not permit any of its Subsidiaries to, engage in any business other than businesses of the business of selling, producing, brokering or underwriting property type conducted by the Sponsor and casualty, life, health, annuity, its Subsidiaries on the date hereof and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
Appears in 2 contracts
Sources: Loan Facility Agreement (Aaron's Inc), Loan Facility Agreement (Aaron Rents Inc)
Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary Guarantor to, merge into or consolidate 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 or substantially all of its assets (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 provided, that if, immediately before if at the time thereof and immediately after giving effect 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 or any Subsidiary (other than an Insurance 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 (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiary); provided, provided that if any party to such merger is a Subsidiary Loan PartyGuarantor, the Subsidiary Loan Party Guarantor shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan PartyGuarantor, and (iv) any Subsidiary (other than a Subsidiary Loan PartyGuarantor) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower 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 7.4.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage in any business other than businesses of the business of selling, producing, brokering or underwriting property type conducted by the Borrower and casualty, life, health, annuity, its Subsidiaries on the date hereof and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.. The Special Purpose Subsidiaries will not engage in any business other than to hold such assets and conduct such business as is consistent with its 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) The Borrower Borrowers will not, and will not permit any of its their Subsidiaries to, merge into or consolidate 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 or substantially all of its assets (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, immediately before at the time thereof and immediately after giving effect 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 Solventcontinuing, (i) the any Borrower and or any Subsidiary (other than an Insurance Subsidiary) may merge with a Person if the a Borrower (or such Subsidiary if a Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the a Borrower or to a Subsidiary Loan Party, and (iv) 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 (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower Representative determines in good faith that such liquidation or dissolution is in the best interests of the Borrower 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 7.4.
(b) The Borrower Borrowers will not, and will not permit any of its their Subsidiaries to, engage in any business other than businesses of the business of selling, producing, brokering or underwriting property type conducted by the Borrowers and casualty, life, health, annuity, their Subsidiaries on the Closing Date and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
Appears in 2 contracts
Sources: Credit Agreement (Ambac Financial Group Inc), Credit Agreement (Octave Specialty Group Inc)
Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate 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 or substantially all of its assets (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 provided, that if, immediately before if at the time thereof and immediately after giving effect 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 or any Subsidiary (other than an Insurance 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 (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiary); provided, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, Party and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous reasonably likely individually or in the aggregate to the Lendershave a Material Adverse Effect; provided, further, 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 7.4.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the business of selling, producing, brokering or underwriting property type conducted by the Borrower and casualty, life, health, annuity, its Subsidiaries on the date hereof and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement (Stanley, Inc.), Revolving Credit and Term Loan Agreement (Stanley, Inc.)
Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose Dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (in each caseassets, 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 if, immediately before except that, if at the time thereof and immediately after giving effect thereto, (I) thereto 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) any Person may merge into the Borrower and any Subsidiary (other than an Insurance Subsidiary) may merge if in a transaction in which the Borrower is the surviving Personcorporation, (ii) any Subsidiary Person (other than an Insurance Subsidiarythe Borrower) may merge or consolidate with or into another any Restricted Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger in a transaction in which the surviving entity is a Restricted Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Personor which is permitted as a Disposition under Section 6.04, (iii) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all Dispose of its assets assets, and the Borrower or any Restricted Subsidiary may Dispose of any stock of any of its Restricted Subsidiaries, in each case to the Borrower or to another Restricted Subsidiary or in a Subsidiary Loan Party, transaction which is permitted as a Disposition under Section 6.04 and (iv) any Restricted Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, 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 7.46.04.
(b) The Borrower will not, and will not permit any of its Restricted Subsidiaries to, engage in any change its line of business from the lines of business conducted by the Borrower and its Restricted Subsidiaries on the date of execution of this Agreement (other than the business of selling, producing, brokering businesses incidental or underwriting property and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto).
Appears in 2 contracts
Sources: Credit Agreement (QVC Inc), Credit Agreement (QVC Inc)
Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries to, merge into or consolidate 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 or substantially all of its assets (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, immediately before at the time thereof and immediately after giving effect 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, continuing:
(i) the Borrower and or any Subsidiary (other than an Insurance 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 (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger is a Subsidiary Loan Party, the a Subsidiary Loan Party shall be the surviving Person, ,
(iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, and and
(iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, 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 7.4.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage in any business other than businesses of the business of selling, producing, brokering or underwriting property type conducted by the Borrower and casualty, life, health, annuity, its Subsidiaries on the date hereof and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related or ancillary thereto.
Appears in 2 contracts
Sources: Credit Agreement (Apollo Medical Holdings, Inc.), Credit Agreement (Apollo Medical Holdings, Inc.)
Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries to, merge Merge into or consolidate 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 or substantially all of its assets (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 provided, that if, immediately before if at the time thereof and immediately after giving effect thereto, (I) no Default or 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 shall result therefrom Event of Default immediately before or immediately after execution and (IIdelivery of the applicable Acquisition Agreement and there is no Specified Event of Default at the date the applicable Permitted Acquisition is consummated) the Borrower and each of its Subsidiaries is Solvent, (i) the Borrower and or any Subsidiary (other than an Insurance Subsidiary) may merge with a Person pursuant to a Permitted Acquisition if the Borrower (or such Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiary); provided, provided that if any party to such merger is a Subsidiary Loan PartyGuarantor, the Subsidiary Loan Party Guarantor shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary any Loan Party, Party and (iv) any Subsidiary (other than a Subsidiary Loan PartyGuarantor) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, 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 7.4.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage Engage in any business other than businesses of the business of selling, producing, brokering or underwriting property type conducted by the Borrower and casualty, life, health, annuity, its Subsidiaries on the date hereof and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
Appears in 2 contracts
Sources: Credit Agreement (Cross Country Healthcare Inc), Credit Agreement (Cross Country Healthcare Inc)
Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries to, merge into or consolidate Enter into any other Personmerger, consolidation or amalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or sell, lease, transfer or otherwise dispose Dispose of (in a single transaction or a series of transactions) all or substantially all of its property or business, 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 (in each case, whether now owned i) to the Borrower or hereafter acquiredany Subsidiary (upon voluntary liquidation or otherwise) or all (ii) pursuant to a Disposition permitted by Section 6.5;
(c) the Borrower or substantially all a wholly-owned Subsidiary of the stock Borrower may merge with another corporation, provided (i) the Borrower or such wholly-owned Subsidiary (subject to clause (ii)), as the case may be, shall be the continuing or surviving corporation of any such merger, or (ii) in the case of its Subsidiaries (in each casea wholly-owned Subsidiary of the Borrower which is merged into another corporation which is the continuing or surviving corporation of such merger, whether now the Borrower shall cause such continuing or surviving corporation to be a wholly-owned or hereafter acquired) or liquidate or dissolveSubsidiary of the Borrower; provided that ifin the case of (i) and (ii) above, immediately before and immediately after giving effect thereto, (I) to such merger no Default or Event of Default shall have occurred and be continuing continuing; and
(d) provided no Default or Event of Default shall result therefrom have occurred and (II) the Borrower and each of its Subsidiaries is Solventbe continuing, (i) the Borrower and any Subsidiary (other than an Insurance Subsidiary) may merge if the Borrower is the surviving Person, (ii) any Subsidiary (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sellbe dissolved, transfer, lease wound-up or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve liquidated if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and Borrower, is not materially disadvantageous to the Lenders; provided, further, 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 7.4Material Adverse Effect.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage in any business other than the business of selling, producing, brokering or underwriting property and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
Appears in 2 contracts
Sources: Credit Agreement (Synopsys Inc), Credit Agreement (Synopsys Inc)
Fundamental Changes. (a) The Borrower Company will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate 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 or substantially all of its assets (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 provided, that if, immediately before if at the time thereof and immediately after giving effect 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 Company or any Subsidiary (other than an Insurance Subsidiary) may merge with a Person if the Borrower Company (or such Subsidiary if the Company is not a party to such merger) is the surviving Person, (ii) any Subsidiary (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiary)or the Company; provided, provided however, that if the Company is a party to such merger, the Company shall be the surviving Person, provided, further, that if any party Subsidiary to such merger is a Subsidiary Loan Partyan Obligor, the Subsidiary Loan Party Obligor shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower Company or to a Subsidiary Loan Partyan Obligor, and (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 (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower 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 the Borrower and is not materially disadvantageous to the LendersCompany; provided, further, 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 7.4.paragraph 6I.
(b) The Borrower Company will not, and will not permit any of its Subsidiaries Subsidiary to, engage in any business other than businesses of the business of selling, producing, brokering or underwriting property type conducted by the Company and casualty, life, health, annuity, its Subsidiaries on the date hereof and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
Appears in 2 contracts
Sources: Note Purchase Agreement (Aaron Rents Inc), Note Purchase Agreement (Aaron Rents Inc)
Fundamental Changes. (a) The Parent Borrower will not, and will not permit any of its Subsidiaries Material Subsidiary to, merge into or amalgamate or consolidate into with any other Person, or permit any other Person to merge into or amalgamate or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of related transactions) all or substantially all of its assets (in each caseassets, whether now owned or hereafter acquired) 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; provided that if, immediately before and except that, (i) if immediately after giving effect thereto, (I) no Default or Event of Default shall have occurred and be continuing continuing, any Person may amalgamate, consolidate or shall result therefrom and (II) the merge with or into any Borrower and each of its Subsidiaries is Solventso long as, (i) the Borrower and any Subsidiary (other than an Insurance Subsidiary) may merge if the applicable, such Borrower is the surviving Personcorporation, or amalgamate, consolidate or merge with or into any other Subsidiary so long as, if applicable, the surviving entity is a Subsidiary, (ii) any Subsidiary (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the any Borrower or to a any other Subsidiary, or amalgamate, consolidate or merge with or into, any Borrower or any other Subsidiary, (iii) any Subsidiary Loan Party, may make any Disposition permitted by Section 7.5 and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate liquidate, wind up or dissolve if the Parent Borrower determines in good faith that such liquidation liquidation, winding up or dissolution is in the best interests of the Parent Borrower and is not materially disadvantageous to the Lenders; provided, further, 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 7.47.7; 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 the foregoing, the Parent Borrower and its Domestic Subsidiaries shall not be permitted to transfer or otherwise dispose of, including through any merger, amalgamation or consolidation, any substantial portion of the assets or operations of itself and such Domestic Subsidiaries taken as a whole to the Canadian Borrower and its Subsidiaries.
(b) The Parent Borrower will not, and will not permit any of its the Material Subsidiaries to, engage to any material extent in any business other than businesses of the business type conducted by the Parent Borrower and its Subsidiaries on the date of selling, producing, brokering or underwriting property execution of this Agreement and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
Appears in 2 contracts
Sources: Credit Agreement (Domtar CORP), Credit Agreement (Domtar CORP)
Fundamental Changes. (a) The Borrower will not, and will not permit any of its Restricted Subsidiaries to, merge into or consolidate 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 or substantially all of its assets (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 if, immediately before and immediately after giving effect 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 or any Restricted Subsidiary (other than an Insurance 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 (other than an Insurance Subsidiary) may merge into the Borrower or another Subsidiary (other than an Insurance Restricted Subsidiary), provided that if any party to such merger is the Borrower or a Subsidiary Loan Party, the Borrower or such Subsidiary Loan Party Party, as applicable, shall be the surviving Person, (iii) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, and (iv) any Restricted Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, 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 7.47.4 and other transactions permitted by Section 7.6; provided that the continuing or surviving Person shall be a Restricted Subsidiary that shall have complied with the requirements of Section 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 (or the unwinding of such a Division) as if it were a combination, merger, consolidation, disposition, dissolution, transfer or similar term, as applicable, to or with a separate Person.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage in any business other than the business of selling, producing, brokering or underwriting property and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
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) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate 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 or substantially all of its assets (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, immediately before if at the time thereof and immediately after giving effect 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 or any Subsidiary (other than an Insurance 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 (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiary), ; provided that if any party to such merger is a Subsidiary Loan Party, the a Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, Party and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, 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 7.4.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the business of selling, producing, brokering or underwriting property type conducted by the Borrower and casualty, life, health, annuity, its Subsidiaries on the date hereof and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
Appears in 2 contracts
Sources: Revolving Credit Agreement (American Healthways Inc), Revolving Credit Agreement (American Healthways Inc)
Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into into, acquire or consolidate into 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, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all any substantial part of its assets (in each caseassets, 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, immediately before except that, if at the time thereof and immediately after giving effect thereto, (I) thereto 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) any Subsidiary may merge into the Borrower and any Subsidiary (other than an Insurance Subsidiary) may merge if in a transaction in which the Borrower is the surviving Personcorporation, (ii) any Subsidiary (other than an Insurance Subsidiary) may merge into another any Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving PersonSubsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a another Subsidiary Loan Party, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, 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 7.46.04.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than the business conducted by the Borrower and its Subsidiaries on the date of selling, producing, brokering or underwriting property and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related theretoexecution of this Agreement.
Appears in 2 contracts
Sources: Credit Agreement (United Surgical Partners International Inc), Credit Agreement (United Surgical Partners International Inc)
Fundamental Changes. (a) The Parent and the Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or any substantial part of its assets, or all or substantially all of its assets the stock of any Subsidiary (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, immediately before except that, if at the time thereof and immediately after giving effect thereto, (I) thereto 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) any Person may merge into the Parent or the Borrower and any Subsidiary (other than an Insurance Subsidiary) in a transaction in which the Parent or the Borrower, as the case may merge if the Borrower be, is the surviving Personcorporation, (ii) any Subsidiary (other than an Insurance Subsidiary) Person may merge into another any Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving PersonSubsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Parent, the Borrower or to a Subsidiary another Loan Party, and (iv) any disposition of assets constituting an investment permitted by Section 6.05(c) shall be permitted and (v) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower or the Parent (as the case may be) determines in good faith that such liquidation or dissolution is in the best interests of the Borrower or the Parent (as the case may be) and is not materially disadvantageous to the Lenders; provided, further, 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 7.46.05.
(b) The Parent and the Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, engage to any material extent in any business other than businesses of the business type conducted by the Parent, the Borrower and the Subsidiaries on the date of selling, producing, brokering or underwriting property execution of this Agreement and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related or incidental thereto.
Appears in 2 contracts
Sources: Credit Agreement (Abercrombie & Fitch Co /De/), Credit Agreement (Abercrombie & Fitch Co /De/)
Fundamental Changes. (a) The US Borrower will not, and will not permit any of its Subsidiaries to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (other than sales of Receivables, operating leases through its leasing Subsidiaries or interests therein in each casethe ordinary course of business for finance companies by the US Borrower or a Securitization Subsidiary in connection with a Qualified Securitization Transaction), 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, immediately before except that, if at the time thereof and immediately after giving effect thereto, (I) thereto 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 Solventcontinuing, (i) the Borrower and any Subsidiary (other than an Insurance Subsidiary) Person may merge if the into any Borrower in a transaction in which such Borrower is the surviving Personcorporation, (ii) any Subsidiary Person (other than an Insurance Subsidiarythe US Borrower) may merge into another any Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Persondirect or indirect Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the US Borrower or to a Subsidiary Loan Partyanother Subsidiary, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the US Borrower determines in good faith that such liquidation or dissolution is in the best interests of the US Borrower and is not materially disadvantageous to the Lenders; provided, further, 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 7.48.06 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 extent required by Section 4.06.
(b) The US Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the business type conducted by the US Borrower and its Subsidiaries on the date of sellingexecution of this Agreement and businesses reasonably related, producingsimilar, brokering supportive or underwriting property and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
Appears in 2 contracts
Sources: Credit Agreement (Navistar International Corp), Credit Agreement (Navistar Financial Corp)
Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Material Subsidiary to, merge into or amalgamate or consolidate into with any other Person, or permit any other Person to merge into or amalgamate or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of related transactions) all or substantially all of its assets (in each caseassets, whether now owned or hereafter acquired) 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; provided that if, immediately before and except that, (i) if immediately after giving effect thereto, (I) no Default or Event of Default shall have occurred and be continuing continuing, any Person may amalgamate, consolidate or shall result therefrom and (II) merge with or into the Borrower and each of its Subsidiaries is Solventso long as, (i) the Borrower and any Subsidiary (other than an Insurance Subsidiary) may merge if applicable, the Borrower is the surviving Personcorporation, or amalgamate, consolidate or merge with or into any other Subsidiary so long as, if applicable, the surviving entity is a Subsidiary, (ii) any Subsidiary (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Partyany other Subsidiary, and or amalgamate, consolidate or merge with or into, the Borrower or any other Subsidiary, (iviii) any Subsidiary (other than a Subsidiary Loan Party) may liquidate liquidate, wind up or dissolve if the Borrower determines in good faith that such liquidation liquidation, winding up or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; providedLenders and (iv) in addition to the transactions permitted pursuant to clauses (i) through (iii) above, furtherthe Borrower and any Material Subsidiary of the Borrower may merge, that amalgamate or consolidate with, or sell or otherwise dispose of any assets to, a Person (other than the Borrower or a Subsidiary) if, after giving effect to any such merger involving a Person that 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 aggregate book value of all other assets subject to any transaction under this clause (iv) since March 31, 2020, does not exceed 20% of the Consolidated Assets of the Borrower as of March 31, 2020; provided 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 a wholly owned Subsidiary immediately the Borrower, shall execute and deliver an assumption agreement with respect to the Obligations of the Borrower together with supporting documentation and legal opinions, all in form and substance reasonably satisfactory to the Administrative Agent, (y) prior to the effectiveness of such merger merger, amalgamation, consolidation, sale or disposition, each Lender shall not be permitted unless also permitted by Section 7.4have 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 directly eligible borrower of CoBank.
(b) The Borrower will not, and will not permit any of its the Material Subsidiaries to, engage to any material extent in any business other than (A) the business businesses of selling, producing, brokering or underwriting property the type engaged in by the Borrower and casualty, life, health, annuityits Subsidiaries on the date hereof, and supplemental insurance (B) any business or reinsurance and those businesses that are complementary, ancillary or activities reasonably related theretothereto (which shall include, without limitation, any business engaged in using or processing or selling wood fiber or products derived from wood fiber).
Appears in 1 contract
Sources: Term Loan Agreement (Domtar CORP)
Fundamental Changes. (a) The Neither Holdings nor the Borrower will, nor will not, and will not they permit any of its Subsidiaries Restricted Subsidiary to, merge into or consolidate into with 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 or substantially all of its assets (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, immediately before except that, if at the time thereof and immediately after giving effect thereto, (I) thereto 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) any Person may merge into the Borrower and any Subsidiary (other than an Insurance Subsidiary) may merge if in a transaction in which the Borrower is the surviving Personcorporation, (ii) any Subsidiary (other than an Insurance Subsidiary) Person may merge into another any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and (other than an Insurance Subsidiary), provided that if any party to such merger is a Subsidiary Loan Party, the ) is a Subsidiary Loan Party shall be the surviving PersonParty, (iii) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersLenders and (iv) any Subsidiary that is part of an asset sale permitted under this Agreement may merge with another entity in order to effect a sale of such Subsidiary; providedprovided that such merger is treated as a sale of assets and otherwise complies with, furtherand is permitted by, this Agreement; provided that any such merger involving a Person that is not a wholly owned Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.46.04.
(b) The Borrower will not, and will not permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the business of selling, producing, brokering or underwriting property type conducted by the Borrower and casualty, life, health, annuity, its Restricted Subsidiaries on the Effective Date and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
(c) Holdings will not engage in any business or activity other than the ownership of shares of capital stock of the Borrower and activities incidental thereto. Holdings will not own or acquire any assets (other than shares of capital stock of the Borrower, cash and Permitted Investments) or incur any liabilities (other than liabilities under the Loan Documents, Permitted Holdings Debt, liabilities imposed by law, including tax liabilities, and other liabilities incidental to its existence and permitted business and activities).
(d) Holdings shall not enter into any agreement relating to the voting of any Equity Interests in the Borrower held by it except (i) with respect to the election of directors of the Borrower; provided that Holdings retains the direct or indirect power to appoint at least 80% of the directors of the Borrower and (ii) to grant to any other holder of common stock of the Borrower the right to approve the taking of any action by the Borrower that would also require the approval in writing of the Lenders or the Required Lenders, as applicable, under the terms and conditions of this Agreement or the other Loan Documents.
(e) Holdings shall not sell or otherwise transfer any Equity Interests of the Borrower to any Person unless (i) all the Equity Interests of the Borrower sold or otherwise transferred to Persons other than Holdings consist of common stock, (ii) either (A) all the common stock of the Borrower consists of common stock of the same class and has the same rights (including voting rights) and privileges or (B) the common stock of the Borrower that is owned by Persons other than Holdings either does not entitle the holders thereof to voting rights or, in the aggregate, entitles the holders thereof to not more than 20% of the total voting power of all classes of voting common stock of the Borrower, and (iii) all such Equity Interests are pledged to the Administrative Agent for the benefit of the Secured Parties pursuant to an agreement that is substantially the same (in all respects relating to pledges by Holdings of capital stock of the Borrower) as the Guarantee and Collateral Agreement so that, after giving effect to all such sales or other transfers of Equity Interests of the Borrower, 100% of the capital stock of the Borrower remains pledged to secure the Obligations (as defined in the Guarantee and Collateral Agreement).
(f) The Borrower shall not issue any Equity Interests to any Person other than Holdings unless (i) all the Equity Interests of the Borrower issued to Persons other than Holdings consist of common stock, (ii) either (A) all the common stock of the Borrower consists of common stock of the same class and has the same rights (including voting rights) and privileges or (B) the common stock of the Borrower that is owned by Persons other than Holdings either does not entitle the holders thereof to voting rights or, in the aggregate, entitles the holders thereof to not more than 20% of the total voting power of all classes of voting common stock of the Borrower, and (iii) all such Equity Interests are pledged to the Administrative Agent for the benefit of the Secured Parties pursuant to an agreement that is substantially the same (in all respects relating to pledges by Holdings of capital stock of the Borrower) as the Guarantee and Collateral Agreement so that, after giving effect to all such issuances of Equity Interests of the Borrower, 100% of the capital stock of the Borrower remains pledged to secure the Obligations (as defined in the Guarantee and Collateral Agreement).
Appears in 1 contract
Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all any substantial part of its assets (in each casebusiness or assets, whether now owned or hereafter acquired) 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; provided that if, immediately before except that, if at the time thereof and immediately after giving effect thereto, (I) thereto no Default or Event of Default shall have occurred and be continuing or continuing, this Section 6.03 shall result therefrom and (II) the Borrower and each of its Subsidiaries is Solvent, not prohibit (i) any Person from merging into the Borrower and any Subsidiary (other than an Insurance Subsidiary) may merge if in a transaction in which the Borrower is the surviving Personcorporation, (ii) any Subsidiary Person (other than an Insurance Subsidiarythe Borrower) may merge from merging into another any Restricted Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger in a transaction in which the surviving entity is a Restricted Subsidiary Loan Party, wholly-owned by the Subsidiary Loan Party shall be the surviving PersonBorrower, (iii) any Restricted Subsidiary may sellfrom selling, transfertransferring, lease leasing or otherwise dispose of all or substantially all disposing of its assets to the Borrower or to a another Restricted Subsidiary Loan Partywholly-owned by the Borrower, and (iv) any Restricted Subsidiary (other than a Subsidiary Loan Party) may liquidate from liquidating or dissolve dissolving if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; providedLenders and (v) any Restricted Subsidiary from selling, furthertransferring, that any 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 7.46.14.
(ba) The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the business type conducted by the Borrower and its Subsidiaries on the date of selling, producing, brokering or underwriting property execution of this Agreement and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
Appears in 1 contract
Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries to, merge into or consolidate 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 or substantially all of its assets (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, immediately before at the time thereof and immediately after giving effect 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, continuing:
(i) the Borrower and or any Subsidiary (other than an Insurance 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 (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger is a Subsidiary Loan Party, the a Subsidiary Loan Party shall be the surviving Person, ,
(iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, and and
(iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; , provided, 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 7.4.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage in any business other than businesses of the business of selling, producing, brokering or underwriting property type conducted by the Borrower and casualty, life, health, annuity, its Subsidiaries on the date hereof and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related or ancillary thereto.
Appears in 1 contract
Fundamental Changes. (a) The Borrower No Loan Party will, nor will not, and will not it permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (in each caseassets, 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, immediately before except that, if at the time thereof and immediately after giving effect thereto, (I) thereto 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) any Subsidiary of the Borrower and any Subsidiary (other than an Insurance Subsidiary) may merge if into the Borrower in a transaction in which the Borrower is the surviving Personcorporation, (ii) any Subsidiary (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger Loan Party in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary (iii) any Person may merge into any Loan Party shall be 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 Personentity, (iiiiv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a another Subsidiary Loan Party, and (ivv) any Subsidiary (other than that is not a Subsidiary Loan Party) Party may liquidate or dissolve if the Borrower Loan Party which owns such Subsidiary determines in good faith that such liquidation or dissolution is in the best interests of the Borrower such Loan Party 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 7.46.04. 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) The Borrower No Loan Party will, nor will not, and will not it permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the business type conducted by the Borrower and its Subsidiaries on the date of sellingexecution of this Agreement and businesses which are, producingin the good faith judgment of the Borrower’s board of directors, brokering similar, complimentary or underwriting property and casualty, life, health, annuity, and supplemental insurance substantially related thereto or reinsurance and those businesses that are complementary, ancillary or reasonably related theretoreasonable 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) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate 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 or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any Capital Stock of its Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided provided, that if, immediately before if at the time thereof and immediately after giving effect 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 Solventcontinuing, then (i) the Borrower and or any Subsidiary (other than an Insurance 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 (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, ; (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, and (iv) any Subsidiary (other than a Subsidiary Loan Party) 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, furtherhowever, that (x) in no event shall any such merger involving a Person that is merger, consolidation, sale, transfer, lease or other disposition whether or not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also otherwise permitted by this Section 7.47.3 have the effect of releasing any Loan Party from any of its obligations and liabilities under this Agreement or the other Loan Documents and (y) so long as Pipeline is a Subsidiary of the Borrower, in no event shall the Borrower permit Pipeline to 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 business and assets (whether now owned or hereafter acquired) to, any Person, except pursuant to Section 14 or Section 15 (to the extent it applies to a merger pursuant to Section 14) of the Pipeline Partnership Agreement.
(b) So long as Pipeline is a Subsidiary of the Borrower, the Borrower shall not permit Pipeline to 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 Pipeline previously leased, sold or disposed of (other than disposed of pursuant to 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 57 constitute a substantial portion of the assets of Pipeline, (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 Pipeline, and (v) as permitted pursuant to Section 14 or Section 15 (to the extent it applies to a merger pursuant to Section 14) of the Pipeline Partnership Agreement.
(c) The Borrower will shall not engage in any business activity except the ownership of a limited partner interest in Intermediate Partnership and such activities as may be incidental or related thereto. Intermediate Partnership shall not, and will the Loan Parties shall not permit any of its their Subsidiaries to, engage engage, directly or indirectly, in any business other than activity except (a) existing business activities consisting of the ownership and operation of natural gas pipelines, coal slurry pipelines, natural gas gathering facilities, midstream gas processing facilities, extension and expansion of such pipelines and facilities and related facilities, services related to the transportation, marketing and processing of natural gas and coal slurry and such activities as may be incidental or related to the aforementioned and (b) new business activities in the area of sellingstorage, producingexploration, brokering development, production, processing, refining, transportation or underwriting property and casualtymarketing of gas, lifeoil, healthcoal or products thereof, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related theretoprovided the gross income of such activities allows Borrower to meet the exception in Section 7704 of the Code.
Appears in 1 contract
Sources: Revolving Credit Agreement (Northern Border Partners Lp)
Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all any of its assets (in each caseassets, whether now owned or hereafter acquired) 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; provided that if, immediately before except that, if at the time thereof and immediately after giving effect thereto, (I) thereto no Default or Event (in the case of Default clauses (i) through (vi)) 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 or any Subsidiary (other than an Insurance Subsidiary) Guarantor may merge if the Borrower is the surviving Personundertake a Permitted Acquisition, (ii) any Subsidiary (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger the Borrower in a transaction in which the Borrower is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Personcorporation, (iii) any Subsidiary of the Borrower may merge into any Guarantor in a transaction in which the surviving entity is a Guarantor, (iv) any Guarantor may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Partyanother 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, (ivvi) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, 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 7.46.04, and (vii) the Borrower and its Subsidiaries may sell inventory in the ordinary course of business.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the business type conducted by the Borrower and its Subsidiaries on the date of selling, producing, brokering or underwriting property execution of this Agreement and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
Appears in 1 contract
Sources: Credit Agreement (National Medical Health Card Systems Inc)
Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Consolidated Subsidiary to, merge into or consolidate 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 or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Consolidated Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided provided, that if, immediately before if at the time thereof and immediately after giving effect 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 or any Consolidated Subsidiary (other than an Insurance Subsidiary) may merge with a Person if the Borrower (or such Consolidated Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Consolidated Subsidiary (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Consolidated Subsidiary), provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Consolidated Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan PartyConsolidated Subsidiary, and (iv) any Consolidated Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersLenders and (v) any Consolidated Subsidiary may be sold so long as such sale is permitted under Section 7.6; provided, further, 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 7.4; provided, further, that at any time, (x) any one or more Permitted Securitization Subsidiaries may merge into or consolidate with any one or more Permitted Securitization Subsidiaries and (y) any Permitted Securitization Subsidiary may be liquidated or dissolved.
(b) The Borrower will not, and will not permit any of its Consolidated Subsidiaries to, engage to any material extent in any business other than businesses of the business of selling, producing, brokering or underwriting property type conducted by the Borrower and casualty, life, health, annuity, its Consolidated Subsidiaries on the date hereof and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related theretothereto and to consummate a Permitted Securitizaton Transaction.
Appears in 1 contract
Fundamental Changes. (a) The Borrower Company will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all any substantial part of its assets assets, or (in each case, whether now 62 owned or hereafter acquired) or all sell, transfer, lease or substantially all of the stock otherwise dispose of any Capital Stock of its Subsidiaries (in each caseany Subsidiary, whether now owned or hereafter acquired) or liquidate or dissolve; provided that if, immediately before except that, if at the time thereof and immediately after giving effect thereto, (I) thereto 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 (other than an Insurance Subsidiary) Person may merge if into the Borrower Company in a transaction in which the Company is the surviving Personcorporation, (ii) any Subsidiary (other than an Insurance Subsidiary) Person may merge into another any Wholly-Owned Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving PersonWholly-Owned Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all its assets to the Company or substantially all to 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 Borrower or to a Subsidiary Loan Party, extent permitted by Section 6.07(c) and (ivv) any Subsidiary (other than a Borrowing Subsidiary Loan Party) may liquidate or dissolve if the Borrower Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Company and is not materially disadvantageous to the Lenders; provided, further, 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 7.46.04.
(b) The Borrower Company will not, and will not permit any of its Subsidiaries Subsidiary to, engage to any material extent in any business other than businesses of the business type conducted by the Company and the Subsidiaries on the date of selling, producing, brokering or underwriting property execution of this Agreement and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
Appears in 1 contract
Sources: Credit Agreement (Photronics Inc)
Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries to, merge into or consolidate 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 or substantially all of its assets (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, immediately before at the time thereof and immediately after giving effect 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, continuing:
(i) the Borrower and or any Subsidiary (other than an Insurance 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 (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger is a Subsidiary Loan Party, the a Subsidiary Loan Party shall be the surviving Person, ,
(iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, and and
(iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; ;, provided, 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 7.4.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage in any business other than businesses of the business of selling, producing, brokering or underwriting property type conducted by the Borrower and casualty, life, health, annuity, its Subsidiaries on the date hereof and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related or ancillary thereto.
Appears in 1 contract
Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate 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 or substantially all of its assets (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 provided, that if, immediately before if at --------- the time thereof and immediately after giving effect 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 or any Subsidiary (other than an Insurance 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) and any Subsidiary (other than an Insurance Subsidiary) may merge into another Subsidiary Subsidiary, provided, that (other than an Insurance Subsidiary), provided that x) if any either party --------- to such a merger between Subsidiaries is a Subsidiary Loan PartyGuarantor, the Subsidiary Loan Party a Guarantor shall be the surviving Person, and (iiiy) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted hereunder unless also permitted by Section 7.4, (ii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets (including by way of liquidation) to the Borrower or to a Guarantor, provided, --------- that if such selling Subsidiary is a Mortgagor, after giving effect to such sale, transfer, lease or other disposition, the Mortgage and the Lien created thereunder in favor of the Administrative Agent for the benefit of the Lenders in the related Mortgaged Property owned by the transferee of such Mortgaged Property shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such sale, transfer, lease or other disposition) and such transferee shall execute an assumption agreement in form and substance satisfactory to the Administrative Agent expressly assuming the obligations and liabilities of such selling Subsidiary under the Mortgage and other applicable Loan PartyDocuments, and (iviii) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; , provided, that if such liquidated or dissolved --------- Subsidiary is a Mortgagor, after giving effect to such liquidation or dissolution, the Person succeeding to title to the Mortgaged Property is a Guarantor and the Mortgage and the Lien created thereunder in favor of the Administrative Agent for the benefit of the Lenders in the related Mortgaged Property owned by such Guarantor shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such liquidation or dissolution) and such Guarantor shall execute an assumption agreement in form and substance satisfactory to the Administrative Agent expressly assuming the obligations and liabilities of such liquidated or dissolved Subsidiary under the Mortgage and other applicable Loan Documents; and provided further, that any such merger or any sale, transfer or other disposition -------- -------- of assets described in clause (i) or (ii) above involving DGI shall be limited to a Person that merger with the Borrower where the Borrower is not the surviving Person, or a wholly owned Subsidiary immediately prior sale, transfer or other disposition of assets from DGI to such merger shall not be permitted unless also permitted by Section 7.4the Borrower, as the case may be.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage in any business other than businesses of the business of selling, producing, brokering or underwriting property type conducted by the Borrower and casualty, life, health, annuity, its Subsidiaries on the date hereof and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto. Without limiting the foregoing, the Borrower shall not permit DGI to engage in any business or activities other than (i) funding and collecting the DGI Loans in accordance with their respective terms, and (ii) purchasing any real and/or personal property having an aggregate purchase price not to exceed $5,000,000, and leasing such property on a net lease basis to the Borrower or any other Subsidiary.
Appears in 1 contract
Sources: 364 Day Revolving Credit Agreement (Dollar General Corp)
Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Consolidated Subsidiary to, merge into or consolidate 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 or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Consolidated Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided provided, that ifthis Section 6.3 shall not prohibit the consummation of the Merger and the Transactions, immediately before and if at the time thereof and immediately after giving effect 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 or any Consolidated Subsidiary (other than an Insurance Subsidiary) may merge with a Person if the Borrower (or such Consolidated Subsidiary if the Borrower is not a party to such merger) is the surviving Person, (ii) any Consolidated Subsidiary (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Consolidated Subsidiary), provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Consolidated Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan PartyConsolidated Subsidiary, and (iv) any Consolidated Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersLenders and (v) any Consolidated Subsidiary may be sold so long as such sale is permitted under Section 6.6; provided, further, 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 7.46.4; provided, further, that at any time, (x) any one or more Permitted Securitization Subsidiaries may merge into or consolidate with any one or more Permitted Securitization Subsidiaries and (y) any Permitted Securitization Subsidiary may be liquidated or dissolved.
(b) The Borrower will not, and will not permit any of its Consolidated Subsidiaries to, engage to any material extent in any business other than businesses of the business of selling, producing, brokering or underwriting property type conducted by the Borrower and casualty, life, health, annuity, its Consolidated Subsidiaries on the date hereof and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related theretothereto and to consummate a Permitted Securitization Transaction.
Appears in 1 contract
Sources: Term Loan Agreement (Fidelity National Information Services, Inc.)
Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate 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 or substantially all of its assets (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 provided, that if, immediately before if at the time thereof and immediately after giving effect 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 or any Subsidiary (other than an Insurance 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 (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiary); provided, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, Party and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous reasonably likely individually or in the aggregate to the Lendershave a Material Adverse Effect; provided, further, 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 7.47.4 , and provided further that each of CCI Incorporated, ▇▇▇▇▇▇▇ Systems Concepts, Inc. and GCI Information Services, Inc. may be liquidated and dissolved, and the Borrower agrees that such liquidation and dissolution shall be competed on or before March 31, 2006, or such later date as may be approved by the Administrative Agent.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the business of selling, producing, brokering or underwriting property type conducted by the Borrower and casualty, life, health, annuity, its Subsidiaries on the date hereof and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Stanley, Inc.)
Fundamental Changes. (a) The Borrower Without the Administrative Agent’s prior consent, such Credit Party will not, and will not permit any of its Subsidiaries to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer convey, lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all any of its assets (in each caseassets, whether now owned or hereafter acquired) 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; provided that if, immediately before except that, if at the time thereof and immediately after giving effect thereto, (I) thereto 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 any wholly-owned Subsidiary of any Borrower and any Subsidiary (other than an Insurance Subsidiarya Borrower) may merge if the into such Borrower in a transaction in which such Borrower is the surviving Personentity, (ii) any wholly-owned Subsidiary of any Borrower (other than an Insurance Subsidiarya Borrower) may merge into another any other wholly-owned Subsidiary of such Borrower (other than an Insurance Subsidiary), provided that if any party to such merger a Borrower) in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Personwholly-owned Subsidiary, (iii) any wholly-owned Subsidiary (other than a Borrower) may sell, transfer, convey, lease or otherwise dispose of all or substantially all of its assets to the such Borrower or to a another wholly-owned Subsidiary Loan Party, of such Borrower and (iv) any wholly-owned Subsidiary of any Borrower (other than a Subsidiary Loan PartyBorrower) may liquidate or dissolve if the Administrative Borrower determines in good faith that such liquidation or dissolution is in the best interests of the applicable 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 7.4.
(b) The Borrower Such Credit Party will not, and will not permit any of its Subsidiaries to, (i) engage to any material extent in any business other than businesses of the business of selling, producing, brokering or underwriting property type conducted by such Credit Party and casualty, life, health, annuity, its Subsidiaries on the date hereof and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related theretothereto or (ii) change its fiscal year.
Appears in 1 contract
Sources: Credit Agreement (Cornerstone Core Properties REIT, Inc.)
Fundamental Changes. Neither the Parent, the Borrower nor any other Property Party will:
(a) The Borrower will not, and will not permit any of its Subsidiaries toSubject to Section 6.02(c) below, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its the assets (in each case, whether now owned or hereafter acquired) 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; provided that if, immediately before except that, if at the time thereof and immediately after giving effect thereto, (I) thereto 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 (other than an Insurance Subsidiary) Person may merge into, or consolidate with, Borrower in a transaction in which Borrower or the Parent is the surviving entity, or if the Borrower or the Parent is not the surviving Personentity, no Change of Control shall have occurred as a result of such merger; (ii) any Subsidiary (other than an Insurance Subsidiary) Person not a Credit Party may merge into another into, or consolidate with, any Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving PersonSubsidiary, (iii) any Subsidiary not a Credit Party may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Partyanother Subsidiary, and (iv) any Subsidiary (other than not a Subsidiary Loan Party) Credit Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, (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, further, 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 7.4.6.03. 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 approval of the Majority Lenders in their reasonable discretion;
(b) The Borrower will not, and will not permit engage to any of its Subsidiaries to, engage material extent in any business other than the business ownership, development, operation and management, or advisory or sponsoring services, primarily of selling, producing, brokering self-storage facilities or underwriting property and casualty, life, health, annuityentities that primarily own self-storage facilities, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto, except as allowed by Section 6.03; or
(c) 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 and in which Borrower or Parent will not be 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) The Borrower will not, and will not permit any of its Subsidiaries to, merge Merge into or consolidate into with any other Person, Person or permit any other Person to merge into it except that so long as no Default shall have occurred and be continuing and so long as no Default would result therefrom, (A) the Borrower or any Wholly-Owned Subsidiaries of the Borrower may make Permitted Acquisitions; (B) any Subsidiary of the Borrower may consolidate with itor merge into the Borrower or any Wholly-Owned Subsidiary of the Borrower if the Borrower or such Wholly-Owned Subsidiary will be the surviving corporation; and (C) any Subsidiary may sell, lease, transfer, contribute or otherwise dispose of its assets, in whole or in part, to Borrower or any other Wholly-Owned Subsidiary of the Borrower, and may, following any such disposition in whole, liquidate and dissolve and the Borrower may transfer, contribute or otherwise dispose of its assets in whole or in part to any Wholly-Owned Subsidiary of the Borrower, provided that the Borrower shall have given the Administrative Agent not less than ten (10) Business Days prior written notice and prior to effecting such merger, Borrower shall take all actions, if any, reasonably required by the Administrative Agent to preserve the Administrative Agent’s security interest in the Collateral and all other rights and remedies of the Lenders and the Administrative Agent under the Loan Documents or otherwise then existing by law;
(b) Except for the Carsen Disposition and as otherwise expressly permitted herein, liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), convey, sell, assign, lease, transfer or otherwise dispose of (in a single transaction or a series agree to do any of transactionsthe foregoing at any future time) all or substantially all of its assets property, business or assets,; or
(in each casec) Except for Permitted Acquisitions as expressly permitted herein, whether now owned or hereafter acquired) or acquire all or substantially all of the stock assets of any of its Subsidiaries other Person (in each case, whether now owned including the capital stock or hereafter acquired) or liquidate or dissolve; provided that if, immediately before and immediately after giving effect 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 (other than an Insurance Subsidiary) may merge if the Borrower is the surviving Person, (ii) any Subsidiary (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiaryequity interests thereof), provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, 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 7.4.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage in any business other than the business of selling, producing, brokering or underwriting property and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
Appears in 1 contract
Fundamental Changes. (a) The Borrower ai Except as permitted in Section 5.19, the Lessee will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate 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 or substantially all of its assets (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 provided, however, that if, immediately before if at the time thereof and immediately after giving effect 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 Lessee or any Subsidiary (other than an Insurance Subsidiary) may merge with a Person if the Borrower Lessee (or such Subsidiary if the Lessee is not a party to such merger) is the surviving Person, (ii) any Subsidiary (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiary); provided, provided however, that if any party to such merger is a Subsidiary Loan PartyGuarantor, the Subsidiary Loan Party Guarantor shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower Lessee or to a Subsidiary Loan Party, Guarantor and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve into a Subsidiary Guarantor or into the Lessee if the Borrower Lessee determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Lessee and is not materially disadvantageous to the LendersFunding Parties; provided, furtherhowever, 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 7.45.17.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage in any business other than the business of selling, producing, brokering or underwriting property and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
Appears in 1 contract
Sources: Master Agreement (Ruby Tuesday Inc)
Fundamental Changes. Neither the Parent, the Borrower nor any other Property Party will:
(a) The Borrower will not, and will not permit any of its Subsidiaries toSubject to Section 6.02(c) below, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its the assets (in each case, whether now owned or hereafter acquired) 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; provided that if, immediately before except that, if at the time thereof and immediately after giving effect thereto, (I) thereto 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 (other than an Insurance Subsidiary) Person may merge into, or consolidate with, Borrower in a transaction in which Borrower or the Parent is the surviving entity, or if the Borrower or the Parent is not the surviving Personentity, no Change of Control shall have occurred as a result of such merger; (ii) any Subsidiary (other than an Insurance Subsidiary) Person not a Credit Party may merge into another into, or consolidate with, any Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving PersonSubsidiary, (iii) any Subsidiary not a Credit Party may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Partyanother Subsidiary, and (iv) any Subsidiary (other than not a Subsidiary Loan Party) Credit Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, (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, further, 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 7.4.6.03. 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 approval of the Majority Lenders in their reasonable discretion;
(b) The Borrower will not, and will not permit engage to any of its Subsidiaries to, engage material extent in any business other than the business ownership, development, operation and management, or advisory or sponsoring services, primarily of selling, producing, brokering self-storage facilities or underwriting property and casualty, life, health, annuityentities that primarily own self-storage facilities, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto, except as allowed by Section 6.03; or
(c) 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 or in which Borrower or Parent will not be 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) The Holdings and the Borrower will not, not and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with 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 or substantially all of its assets (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, immediately before except that, if at the time thereof and immediately after giving effect thereto, (I) thereto 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) any Subsidiary may merge into the Borrower and any Subsidiary (other than an Insurance Subsidiary) may merge if in a transaction in which the Borrower is the surviving Personcorporation, (ii) any Subsidiary (other than an Insurance Subsidiary) may merge into another any Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger Loan Party in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary that is not a Loan Party may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to merge into any Subsidiary that is not a Subsidiary Loan Party, and (iv) any Subsidiary (may merge into any other than Person that becomes a Subsidiary Loan PartyParty in connection with a Permitted Acquisition, (v) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersLenders and (vi) the Merger Subsidiary may merge with Holdings if (A) the Merger Subsidiary is a wholly owned subsidiary of Holdings at the time of such merger, (B) the Merger Subsidiary is the surviving entity in such merger and (C) the consolidated net worth of the Merger Subsidiary following such merger is equal to or greater than that of Holdings immediately prior to such merger; provided, furtherthat, that in each case, 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 7.46.04.
(b) The Borrower will not, and Holdings will not permit any of its Subsidiaries to, engage in any business or activity other than the business ownership of sellingall the outstanding Equity Interests of the Borrower and activities incidental thereto; provided, producingthat Holdings may form immediately prior to a merger permitted by Section 6.03(a)(vi) a subsidiary (the "Merger Subsidiary") that is a corporation organized under the laws of the United States of America, brokering any State thereof or underwriting property and casualty, life, health, annuitythe District of Columbia for the sole purpose of merging Holdings into such Merger Subsidiary in accordance with, and supplemental insurance to the extent permitted by, Section 6.03(a)(vi). Holdings will not own or reinsurance acquire any assets (other than Equity Interests of the Borrower and those businesses that are complementarythe Merger Subsidiary, ancillary cash and Permitted Investments and other assets incidental to maintaining its existence and ownership of the foregoing assets) or reasonably related thereto.incur any liabilities (other than liabilities under the Loan Documents, liabilities under certain employment agreements and other written employment arrangements, liabilities in respect of the Preferred Units, liabilities imposed by law, including Tax liabilities, and other liabilities incidental to its existence and permitted business and activities). 90
Appears in 1 contract
Sources: Credit Agreement (Donjoy LLC)
Fundamental Changes. (ai) The Borrower Issuer and Aurora will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (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, immediately before except that, if at the time thereof and immediately after giving effect thereto, (I) thereto no Default or Event of Default shall have occurred and be continuing or shall result therefrom and the prior written approval of the Requisite Holders is obtained (IIw) the Borrower and each of its Subsidiaries is Solvent, (i) the Borrower and any Subsidiary (other than an Insurance Subsidiary) may merge if into the Borrower Issuer in a transaction in which the Issuer is the surviving Personcorporation, (iix) any Subsidiary (other than an Insurance Subsidiary) may merge into another any Wholly Owned Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving PersonWholly Owned Subsidiary, (iiiy) any Wholly Owned Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower Issuer or to a another Wholly Owned Subsidiary Loan Party, and (ivz) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower Issuer determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Issuer and is not materially disadvantageous to the LendersHolders; provided, further, 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 7.45.2(b).
(bii) The Borrower Issuer will not, and will not permit any of its Subsidiaries to, engage in any business other than businesses of the business type conducted by the Issuer and its Subsidiaries on the date of selling, producing, brokering or underwriting property execution of this Agreement and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
Appears in 1 contract
Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries to, merge into into, or consolidate or amalgamate into any other Person, or permit any other Person to merge into or consolidate or amalgamate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (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 provided, that if, immediately before if at the time thereof and immediately after giving effect 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) any Subsidiary may amalgamate with or into the Borrower and any Subsidiary (other than an Insurance Subsidiary) may merge if the Borrower is the surviving Person, (ii) any Subsidiary (other than an Insurance Subsidiary) may merge amalgamate into another Subsidiary (other than an Insurance Subsidiary); provided, provided that if any party to such merger amalgamation is a Subsidiary Loan PartyGuarantor, the Subsidiary Loan Party Guarantor shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan PartySubsidiary; provided, and that a Guarantor may only sell, lease or otherwise dispose of all or substantially all of its assets to the Borrower or another Guarantor, (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersLenders and (v) any Subsidiary may be sold so long as such sale is permitted under Section 7.6; provided, further, that any such merger amalgamation 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 7.4.
(b) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, engage in any business other than businesses of the business of selling, producing, brokering or underwriting property type conducted by the Borrower and casualty, life, health, annuity, the Subsidiaries on the Closing Date and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
Appears in 1 contract
Sources: Canadian Revolving Credit Agreement (Ems Technologies Inc)
Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate 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 or substantially all of its assets (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 provided, that if, immediately before if at the time thereof and immediately after giving effect 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 or any Subsidiary (other than an Insurance 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 (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiary); provided, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party and, if the selling Subsidiary is not a Subsidiary Loan Party, to any Subsidiary and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, 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 7.4.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage in any business other than businesses of the business of sellingtype conducted by the Borrower and its Subsidiaries on the date hereof and businesses reasonably related, producing, brokering complementary or underwriting property and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related incidental thereto.
Appears in 1 contract
Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate 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 or substantially all of its assets (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) 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 ifthe Borrower or such Loan Party is the survivor of such merger, immediately before and (ii) if at the time thereof and immediately after giving effect thereto, (I) no Default or 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 shall result therefrom 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) (IIA) the Borrower and each of its Subsidiaries is Solvent, (i) the Borrower and or any Subsidiary (other than an Insurance 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, (iiB) any Subsidiary (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiary)or the Borrower; provided, provided however, that if the Borrower is a party to such merger, the Borrower shall be the surviving Person, provided, further, that if any party Subsidiary to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iiiC) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, and (ivD) any other Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and Borrower, is not materially disadvantageous to the Lenders, and such Subsidiary dissolves into another Subsidiary Loan Party or the Borrower; provided, further, 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 7.4.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage in any business other than businesses of the business of selling, producing, brokering or underwriting property type conducted by the Borrower and casualty, life, health, annuity, its Subsidiaries on the date hereof and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Aaron's Inc)
Fundamental Changes. (a) The Except as permitted in Section 8.5, the Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate 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 or substantially all of its assets (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 provided, however, that if, immediately before if at the time thereof and immediately after giving effect 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 or any Subsidiary (other than an Insurance 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 (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiary); provided, provided however, that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, Party and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve into a Subsidiary Loan Party or into the Borrower if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, furtherhowever, 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 7.48.3.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage in any business other than businesses of the business of selling, producing, brokering or underwriting property type conducted by the Borrower and casualty, life, health, annuity, its Subsidiaries on the date hereof and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
Appears in 1 contract
Fundamental Changes. (a) The Borrower Obligor will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single transaction one transac tion or in a series of transactions) all or substantially all of its assets (in each caseassets, whether now owned or hereafter acquired) 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; provided that if, immediately before except that, if at the time thereof and immediately after giving effect thereto, (I) thereto 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 (other than an Insurance Subsidiary) may merge if the Borrower into Obligor in a transaction in which Obligor is the surviving Personcorpora tion, (ii) any Subsidiary (other than an Insurance Subsidiary) may merge into another any Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving PersonSubsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower Obligor or to a Subsidiary Loan Partyanother Subsidiary, and (iv) any Subsidiary (other than a Subsidiary Loan Party) the Obligor may liquidate or dissolve if the Borrower Obligor determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Obligor and is not materially disadvantageous to the LendersBank; provided, further, 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 7.4.
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 announcement of such merger transaction. (b) The Borrower Obligor will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the business type conducted by Obligor and its Subsidiaries on the date of selling, producing, brokering or underwriting property execution of this Agreement and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
Appears in 1 contract
Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Material Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction 48 44 or in a series of related transactions) all or substantially all of its assets (in each caseassets, 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 that if, immediately before except that, if at the time thereof and immediately after giving effect thereto, (I) thereto 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) any Person may merge into or consolidate with the Borrower and any Subsidiary (other than an Insurance Subsidiary) may merge if in a transaction in which the Borrower is the surviving Personcorporation, (ii) any Subsidiary (other than an Insurance Subsidiary) the Borrower may merge into another Subsidiary (other than an Insurance Subsidiary), provided that or consolidate with any Person if any party to such merger the surviving Person is a Subsidiary Loan Party, domestic entity and expressly assumes the Subsidiary Loan Party shall be obligations of the surviving PersonBorrower under this Agreement, (iii) the Borrower may sell, transfer, lease or otherwise dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets to any Person if the acquiring Person is a domestic entity and expressly assumes the obligations of the Borrower under this Agreement or is a Wholly Owned Subsidiary of the Borrower, (iv) any Person may merge into or consolidate with any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (v) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a another Subsidiary Loan Party, and (ivvi) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, 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 7.46.03.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than that would change the character of the business of sellingthe Borrower and its Subsidiaries, producingtaken as a whole, brokering or underwriting property and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses from that are complementary, ancillary or reasonably related theretoin existence on the Effective Date.
Appears in 1 contract
Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries to, merge Merge into or consolidate 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 or substantially all of its assets (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 Restricted Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided provided, that if, immediately before if at the time thereof and immediately after giving effect 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 Solventcontinuing, (i) the Borrower and or any Restricted Subsidiary (other than an Insurance Subsidiary) may merge with a Person pursuant to a Permitted Acquisition 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 (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Restricted Subsidiary), provided provided, that if any party to such merger is a Subsidiary Loan PartyGuarantor, the Subsidiary Loan Party Guarantor shall be the surviving Person, (iii) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary any Loan Party, and (iv) any Restricted Subsidiary (other than a Subsidiary Loan PartyGuarantor) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersLenders and (v) any HMO Subsidiary and Insurance Subsidiary may merge with any other HMO Subsidiary, Insurance Subsidiary or Subsidiary of an HMO Subsidiary or Insurance Subsidiary; provided, further, 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 Restricted Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage in any business other than the business of selling, producing, brokering or underwriting property and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
Appears in 1 contract
Fundamental Changes. 4159-▇▇▇▇-▇▇▇▇.▇
(a) The Neither STX nor the Borrower will notwill, and will not permit any of its their respective Subsidiaries to, merge into or consolidate into 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, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its the assets (in each case, whether now owned or hereafter acquired) or all or substantially all 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 caseone or more Subsidiaries), whether now owned or hereafter acquired) or liquidate or dissolve; provided that ifexcept that, immediately before if at the time thereof and immediately after giving effect thereto, (I) thereto 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 Solventcontinuing, (i) any Person may merge with STX or the Borrower and any Subsidiary (other than an Insurance Subsidiary) may merge if the Borrower is in a transaction in which the surviving Personentity 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 Documents and provides the Lenders with requisite “know-your-customer” information as reasonably requested by a Lender, and (ii) any Subsidiary (other than an Insurance Subsidiary) Person may merge into another any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (other than an Insurance Subsidiary), provided that if any party to such merger is a Subsidiary Loan Party, the ) is a Subsidiary Loan Party shall be the surviving Person, (iii) and any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, 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 7.4Sections 6.04 and 6.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage in any business other than the business of selling, producing, brokering or underwriting property and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
Appears in 1 contract
Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate 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 or substantially all of its assets (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 PROVIDED, that if, immediately before if at the time thereof and immediately after giving effect 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 or any Subsidiary (other than an Insurance 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 (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiary); PROVIDED, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, Party and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersLender; provided, furtherPROVIDED, 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 7.4SECTION 7.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the business of selling, producing, brokering or underwriting property type conducted by the Borrower and casualty, life, health, annuity, its Subsidiaries on the date hereof and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
Appears in 1 contract
Fundamental Changes. (a) The Borrower will not, and will not permit any of its Consolidated Subsidiaries to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all its assets as an entirety or substantially all of its assets (in each caseas an entirety, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Consolidated Subsidiaries (in each case, whether now owned or hereafter here after acquired) ), or liquidate or dissolve; provided that if, immediately before except that, if at the time thereof and immediately after giving effect thereto, (I) thereto 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) any Person may merge into the Borrower and any Subsidiary (other than an Insurance Subsidiary) may merge if in a transaction in which the Borrower is the surviving Person, corpora tion (ii) any Consolidated Subsidiary (other than an Insurance Subsidiary) may merge into another Subsidiary (with any other than an Insurance Consolidated Subsidiary), provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, and (iii) the Borrower may merge with or into or consolidate with or transfer its assets as an entirety or substantially as an entirety to any Subsidiary may sellPerson, so long as (A) immediately prior to and immediately after giving effect to such merger, consolidation or transfer, lease the Person with or otherwise dispose of all into which the Borrower shall ultimately merge or consolidate or to whom the Borrower shall ultimately transfer its assets as an entirety or substantially all of its assets to as an entirety is in the Borrower or to a Subsidiary Loan PartyUtility Business, and (ivB) any Subsidiary the Required Lenders shall have determined (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines so long as such determination is exercised in good faith and after consultation with the Borrower) that such liquidation or dissolution is in the best interests rating of the Borrower and is not materially disadvantageous to first mortgage bonds (or bonds otherwise denominated that benefit from a first Lien on such Person's utility assets, or, if such Person has no first mortgage bonds, the Lenders; provided, further, that any rating of the senior unsecured long-term Indebtedness of such merger involving a Person that is not a wholly owned Subsidiary immediately guaranteed and does not benefit from any other credit enhancement) of the surviving Person of any such merger, consolidation, acquisition or transfer of assets shall be at least BBB- or higher by S&P and Baa3 or higher by Moody's (unless the requirements of this clause (B) shall have bee▇ ▇▇▇▇▇d by the Required Lenders); PROVIDED that the requirement of this clause (B) shall be deemed to have been satisfied if, prior to the consummation of any such merger, consolidation or transfer, the Borrower shall have delivered written evidence from each such rating agency to the effect that, upon such merger, consolidation or transfer, the applicable rating of such surviving Person would be equal to or higher than the ratings specified in this clause (B), (C) in the case of any merger or consolidation or transfer of assets in which the Borrower is not the surviving corporation, the Person formed by any such consolidation or transfer of assets or into which the Borrower shall not be permitted unless also permitted merged or consolidated or to which such assets are transferred shall have executed an agreement in form reasonably satisfactory to the Administrative Agent containing an assumption by the surviving Person of the due and punctual performance of each obligation, agreement, covenant and condition of each of the Loan Documents and the Second Indenture to be performed or complied with by the Borrower, and (D) the Administrative Agent shall have received an opinion of counsel, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, with respect to the due authorization, execution, delivery, validity and enforceability of the assumption agreement referred to in clause (C) of this Section 7.46.03, of the enforceability and continuation of the Liens created pursuant to the Security Documents and such other matters as the Required Lenders may reasonably require.
(b) The Borrower will not, and will not permit any of its Consolidated Subsidiaries to, engage to any material extent in any business other than the business of selling, producing, brokering or underwriting property and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related theretoUtility Business.
Appears in 1 contract
Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of related transactions) all or substantially all any substantial part of its assets (including in each casea sale and leaseback transaction), 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, immediately before except that, if at the time thereof and immediately after giving effect thereto, (I) thereto 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) any Person may merge into the Borrower and any Subsidiary (other than an Insurance Subsidiary) may merge if in a transaction in which the Borrower is the surviving Personcorporation, (ii) any Subsidiary (other than an Insurance Subsidiary) Person may merge into another any Subsidiary in a transaction in which the surviving entity is a Subsidiary (other than an Insurance Subsidiary), provided that if any party such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall not be the surviving Personpermitted unless also permitted by Section 6.04), (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all a substantial part of its assets to the Borrower or to another Subsidiary (provided that in the case of any such sale, transfer, lease or other disposition by a Subsidiary Loan PartyGuarantor, and the counterparty to such transaction shall be the Borrower or another Guarantor), (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, that any such merger involving Lenders and (v) the Borrower may dispose of its headquarters building pursuant to a Person that is sale and leaseback transaction for total consideration not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4exceed $75,000,000 in the aggregate.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the business type conducted by the Borrower and its Subsidiaries on the date of selling, producing, brokering or underwriting property execution of this Agreement and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
Appears in 1 contract
Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (in each caseassets, whether now owned or hereafter acquired) or all or substantially all of the stock of stock, or other beneficial interest in, any of its Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided that if, immediately before except that, if at the time thereof and immediately after giving effect thereto, (I) thereto 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) any Person may merge into the Borrower and any Subsidiary (other than an Insurance Subsidiary) may merge if in a transaction in which the Borrower is the surviving Personcorporation, (ii) any Subsidiary (other than an Insurance Subsidiary) Person may merge into another any wholly owned Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger in a transaction in which the surviving corporation is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Personwholly owned Subsidiary, (iii) any wholly owned Subsidiary that is a corporation may be converted into a limited liability company as long as such limited liability company executes such guarantees, security agreements, mortgages, pledge agreements, financing statements, intercreditor agreements and such other documents as are requested by the Administrative Agent, (iv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a wholly owned Subsidiary Loan Party, and (ivv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is does not materially disadvantageous to the Lendersresult in a Material Adverse Effect; provided, further, 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 7.46.04.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the business type conducted by the Borrower and its Subsidiaries on the date of selling, producing, brokering or underwriting property execution of this Agreement and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
Appears in 1 contract
Sources: Credit Agreement (Carematrix Corp)
Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary, excluding the Sun World Entities, to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all any substantial part of its assets (in each caseassets, 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, immediately before except that, if at the time thereof and immediately after giving effect thereto, (I) thereto 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) any Subsidiary/Person may merge into the Borrower and any Subsidiary (other than an Insurance Subsidiary) may merge if in a transaction in which the Borrower is the surviving Personcorporation, (ii) any Subsidiary (other than an Insurance Subsidiary) /Person may merge into another any Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving PersonSubsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a another Subsidiary Loan Party, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, 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 7.46.04.
(b) The Borrower will not, and will 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 business type conducted by the Borrower and its Subsidiaries on the date of selling, producing, brokering or underwriting property execution of this Agreement and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
(c) 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 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 any 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 Inc)
Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all any substantial part of its assets (in each caseassets, 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, immediately before except that, if at the time thereof and immediately after giving effect thereto, (I) thereto 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) any Subsidiary may merge into the Borrower and any Subsidiary (other than an Insurance Subsidiary) may merge if in a transaction in which the Borrower is the surviving Personcorporation, (ii) any Subsidiary (other than an Insurance Subsidiary) may merge into another any Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving PersonSubsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and (iv) any Subsidiary may liquidate or dissolve or dispose of all or substantially all of its assets upon written notice to the Borrower or to a Subsidiary Loan Party, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve Lenders if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, 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 7.46.06.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the business type conducted by the Borrower and its Subsidiaries on the date of selling, producing, brokering or underwriting property execution of this Agreement and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
(c) The Borrower will not, and will not permit the Guarantors, to alter their capital structure except to : (i) acquire and hold treasury stock; (ii) decrease their authorized capital stock, provided that such decrease does not result in the reduction of the capital stock issued by the Borrower and the Guarantors; and (iii) at any time increase the capital stock issued by the Borrower and the Guarantors.
Appears in 1 contract
Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all any of its assets (in each caseassets, whether now owned or hereafter acquired) or all or substantially all any of the stock Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided that if, immediately before except that, if at the time thereof and immediately after giving effect thereto, (I) thereto 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, continuing:
(i) any Subsidiary or other Person may merge into the Borrower and any Subsidiary (other than an Insurance Subsidiary) may merge if in a transaction in which the Borrower is the surviving Person, corporation;
(ii) any Subsidiary (other than an Insurance Subsidiary) or Person may merge into another any Subsidiary in a transaction in which the surviving entity is a Subsidiary (other than an Insurance Subsidiary), provided that if any party such merger involving a Subsidiary Guarantor must result in a Subsidiary Guarantor as the surviving entity); provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall not be the surviving Person, permitted unless also permitted by Section 6.04;
(iii) the Borrower or any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary another Loan Party, and ;
(iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided;
(v) the Borrower and its Subsidiaries may (A) sell inventory and excess damaged, furtherobsolete or worn out assets, that in each case in the ordinary course of business (B) make payments for property and services used by the Borrower or any Subsidiary in the ordinary course of business, (C) sell Permitted Investments, (D) make any disposition resulting from a casualty or condemnation of property or assets and (E) make any disposition of overdue accounts receivable in the ordinary course of business in connection with the compromise or collection thereof;
(vi) the Borrower and its Subsidiaries may enter into Sale and Leaseback Transactions permitted under Section 6.10;
(vii) the Borrower or any Subsidiary may sell, transfer, lease or otherwise dispose of its assets so long as the assets sold or disposed of pursuant to this clause (vii) in any fiscal year of the Borrower do not exceed, in the aggregate, ten percent (10%) of Consolidated Tangible Assets as of the beginning of such fiscal year;
(viii) loans, advances, guarantees and investments in joint ventures to the extent any such merger involving joint venture is engaged in a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also business satisfying the requirements of Section 6.03(b); and
(ix) dispositions of assets expressly permitted by Section 7.4Sections 6.02, 6.04, 6.06 or 6.07.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the business type conducted by the Borrower and its Subsidiaries on the date of selling, producing, brokering or underwriting property execution of this Agreement and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
Appears in 1 contract
Sources: Credit Agreement (Arbitron Inc)
Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Significant Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (in each caseassets, whether now owned or hereafter acquired) or all or substantially all of the stock or ownership interests of any of its Subsidiaries (in each caseSignificant Subsidiaries, whether now owned or hereafter acquired) or liquidate or dissolve; provided that ifdissolve (each of such transactions, immediately before a “Fundamental Transaction”), except that, (x) if at the time thereof and immediately after giving effect thereto, (I) thereto 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) any Person may merge into the Borrower and any Subsidiary (other than an Insurance Subsidiary) may merge if in a transaction in which the Borrower is the surviving Personcorporation, (ii) any Subsidiary Person (other than an Insurance Subsidiarythe Borrower) may merge into another any Significant Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving PersonSignificant Subsidiary, (iii) any Significant Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a another Significant Subsidiary Loan Party, and (iv) any Significant Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower, and (y) if at the time thereof and immediately after giving effect thereto (A) no Default shall have occurred and be continuing, and (B) the Borrower shall be in compliance with the covenants set forth in Sections 5.08, 5.09 and is not materially disadvantageous 5.10, in each case calculated on a pro forma basis after giving effect to the Lenders; providedapplicable Fundamental Transaction as if such Fundamental Transaction occurred on the first date of the applicable testing period, further, that any Significant Subsidiary may consummate any Fundamental Transaction if the Borrower (or such merger involving Significant Subsidiary if it remains a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4Significant Subsidiary) receives fair market value in consideration therefor.
(b) The Borrower will not, and will not permit any of its Significant Subsidiaries to, engage to any material extent in any business other than businesses of the business type conducted by the Borrower and its Significant Subsidiaries on the date of selling, producing, brokering or underwriting property execution of this Agreement and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
(c) The Borrower will not make or permit any modification, supplement or waiver of any of the provisions of its charter, bylaws or any other organizational document of the Borrower or any of its Significant Subsidiaries that could reasonably be expected to be adverse to the Lender.
Appears in 1 contract
Sources: Term Loan Agreement (Basin Electric Power Cooperative)
Fundamental Changes. (a) The Except for the transfers from the Cadiz Borrower to the CRE Borrower being effected on the Restructuring Effective Date in accordance with the terms of this Agreement, the Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all any substantial part of its assets (in each caseassets, 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, immediately before except that, if at the time thereof and immediately after giving effect thereto, (I) thereto 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) any Subsidiary/Person may merge into the Borrower and any Subsidiary (other than an Insurance Subsidiary) may merge if in a transaction in which the Borrower is the surviving Personcorporation, (ii) any Subsidiary (other than an Insurance Subsidiary) /Person may merge into another any Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving PersonSubsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a another Subsidiary Loan Party, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, 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 7.46.04.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the business type conducted by the Borrower and its Subsidiaries on the date of selling, producing, brokering or underwriting property execution of this Agreement and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
(c) The Borrowers may not change any of their organizational documents without the express written consent of the Administrative Agent;
(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 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 any 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 Inc)
Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose Dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each caseassets, whether now owned or hereafter acquired) 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; provided that if, immediately before and immediately after giving effect 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, except that:
(i) the Borrower and any Subsidiary Subsidiaries may sell, transfer, lease, license or otherwise dispose of any, all or substantially all of its assets (other than an Insurance Subsidiaryin connection with a liquidation, winding up or dissolution or otherwise) may merge if the Borrower is the surviving Person, to a Loan Party;
(ii) any Subsidiary (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary Subsidiaries may sell, transfer, lease or otherwise dispose of all or substantially all of its assets any Subsidiary to the Borrower;
(iii) any Person may merge into the Borrower or to in a Subsidiary Loan Party, and transaction in which the Borrower is the surviving corporation;
(iv) any Subsidiary (may merge or consolidate with or into any other than Subsidiary of the Borrower; provided, however, that, if any Subsidiary party to such transaction is a Subsidiary Loan Party, the surviving or continuing Person of 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 Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, 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 7.46.05.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the business type conducted or engaged in by the Borrower and any of sellingits Subsidiaries on the Effective Date, producingreasonably related, brokering similar, incidental, complementary, ancillary, corollary, synergistic or underwriting property and casualtyrelated businesses, lifeor a reasonable extension, healthdevelopment or expansion thereof.
(c) Without the consent of the Administrative Agent (such consent not to be unreasonably withheld, annuityconditioned or delayed), the Borrower will not permit its fiscal year to end on a day other than December 31 or change the Borrower’s method of determining its fiscal quarters. Notwithstanding the foregoing, nothing in this Section 6.03 shall permit, and supplemental insurance nothing in this Section 6.03 shall be deemed to permit, any Material Intellectual Property to be assigned, transferred, or reinsurance and those businesses exclusively licensed or exclusively sublicensed to any Subsidiary that are complementary, ancillary or reasonably related theretois not a Loan Party.
Appears in 1 contract
Fundamental Changes. (a) The Parent and the Borrower will not, and will not permit any of its Subsidiaries other Loan Party or any other Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (in each casetheir consolidated assets, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Equity Interests in the Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided that ifthat, immediately before if at the time thereof and immediately after giving effect thereto, (I) thereto no Default or Event shall exist, the following events shall be permitted without the consent of Default shall have occurred and be continuing or shall result therefrom and (II) the Borrower and each of its Subsidiaries is Solvent, Lenders: (i) any Person may merge into the Parent or the Borrower and any Subsidiary (other than an Insurance Subsidiary) may merge if in a transaction in which the Parent or the Borrower is the surviving Person, (ii) any Subsidiary (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger a Loan Party in a transaction in which the surviving entity is a Subsidiary the Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may liquidate or dissolve or sell, transfer, lease or otherwise dispose of its assets to the Parent, the Borrower or to any other Loan Party, (iv) any Subsidiary may liquidate or dissolve or merge into, or sell, transfer, lease or otherwise dispose of its assets to, another Person on an arm’s length basis if the Parent or the Borrower determines in good faith that such liquidation, dissolution, merger or disposition is in the best interests of the Parent or the Borrower and is not materially disadvantageous to the Lenders, and (v) the Borrower or any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests connection with any disposition of the Borrower and is not materially disadvantageous to the Lenders; provided, further, that any such merger involving a Person assets that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted prohibited by Section 7.4this Agreement.
(b) The Parent and the Borrower will not, and will not permit any of its their respective Subsidiaries to, engage to any material extent in any business other than businesses of the business of selling, producing, brokering or underwriting property type described in Section 3.20.
(c) The Parent and casualty, life, health, annuitythe Borrower will not, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related theretowill not permit any other Loan Party to reorganize under the laws of a jurisdiction other than any state of the United Stated of the District of Columbia.
Appears in 1 contract
Fundamental Changes. (a) The Borrower Company will not, and will not permit any of its Material Subsidiaries to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (in each caseassets, 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, immediately before except that, if at the time thereof and immediately after giving effect thereto, (I) thereto 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 (other than an Insurance Subsidiary) may merge if into the Borrower Company in a transaction in which the Company is the surviving Personcorporation, (ii) any Subsidiary (other than an Insurance Subsidiary) may merge into another any Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving PersonSubsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower Company or to a Subsidiary Loan Partyanother Subsidiary, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and would not result in a Material Adverse Effect; provided that a Borrowing Subsidiary may not merge, consolidate, liquidate or dissolve unless, in addition to the foregoing conditions, the surviving entity, or the entity into which such Borrowing Subsidiary liquidates or dissolves, is a Borrower and is not materially disadvantageous assumes all Obligations of such Borrowing Subsidiary and (v) the Spin-Off may be consummated if (A) the Company has delivered to the Lenders; providedLenders the pro forma financial statements required by clause (c) of Section 5.01 and such pro forma financial statements do not differ in any material respect with respect to the Company from the financial statements contained in the Spin-Off Information, further(B) the Spin-Off is consummated in all material respects with respect to the Company in accordance with the Spin-Off Information and all applicable laws, that any such merger involving a Person that is not a wholly owned Subsidiary (C) immediately prior to such merger the Spin-Off, no material adverse change in the business, assets, operations or financial condition of the Company and its Subsidiaries, taken as a whole, shall not have occurred and (D) immediately after giving effect to the Spin-Off, no Default shall have occurred and be permitted unless also permitted by Section 7.4continuing.
(b) The Borrower Company will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the business type conducted by the Company and its Subsidiaries on the date of selling, producing, brokering or underwriting property execution of this Agreement and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
Appears in 1 contract
Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (in each caseassets, 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, immediately before except that, if at the time thereof and immediately after giving effect thereto, (I) thereto 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) any Subsidiary may merge into the Borrower and any Subsidiary (other than an Insurance Subsidiary) may merge if in a transaction in which the Borrower is the surviving Personcorporation, (ii) any Subsidiary (other than an Insurance Subsidiary) may merge into another any Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving PersonSubsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Partyanother Subsidiary, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, 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 7.46.04. The restrictions in this Section 6.03(a) to the sale of assets shall not apply to the sale of inventory, the disposition of assets no longer best used in or useful to the business, or worn or damaged assets, the disposition of securities, and transfers necessary to allow for permitted merger or consolidation transactions.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the business type conducted by the Borrower and its Subsidiaries on the date of selling, producing, brokering or underwriting property execution of this Agreement and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto. Notwithstanding the foregoing, none of the restrictions contained in this Section 6.03 shall apply to Taneko Japanese Tavern, Inc., a Delaware corporation (“Taneko”), so long as any action relating to Taneko does not otherwise result in a Default hereunder.
Appears in 1 contract
Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (in each caseassets, 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 if, immediately before except that, if at the time thereof and immediately after giving effect thereto, (I) thereto 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) any Person may merge into the Borrower and any Subsidiary (other than an Insurance Subsidiary) may merge if in a transaction in which the Borrower is the surviving Personentity, (ii) any Person may merge with or into any Restricted Subsidiary in a transaction in which the surviving entity is or promptly becomes a Restricted Subsidiary (other than an Insurance Subsidiary) may merge into another and if either such Restricted Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger is a Subsidiary Loan PartyGuarantor, the Subsidiary Loan Party shall be then the surviving Personentity shall also be or promptly become a Guarantor), (iii) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Partyanother Restricted Subsidiary, and (iv) any Restricted Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, that (v) any such merger involving a Person that is not a wholly owned Subsidiary immediately prior Permitted Acquisition otherwise permitted pursuant to such merger shall not Section 6.04 may be completed and (vi) any disposition of assets otherwise permitted unless also permitted by under Section 7.46.09 may be completed.
(b) The Borrower will not, and will not permit any of its Restricted Subsidiaries to, engage to any material extent in any business other than businesses of the business of selling, producing, brokering type or underwriting property and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses having personnel that are complementaryrelated, ancillary similar or reasonably related theretootherwise complementary to the businesses conducted by the Borrower and its Restricted Subsidiaries on the date of execution of this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Groupon, Inc.)
Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries to, merge into or consolidate 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 or substantially all of its assets (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, immediately before at the time thereof and immediately after giving effect 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 Solventcontinuing, (i) the Borrower and or any Subsidiary (other than an Insurance 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 (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (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 (other than any Subsidiary that has not complied with the provisions of Section 5.12 prior to such sale, transfer, lease or disposition), provided, that if any party to such disposition is a Subsidiary Loan Party, and the Subsidiary Loan Party or the Borrower shall be the acquirer of such assets, (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, provided; 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 7.47.4 and (v) the Permitted MLP Transaction may be consummated.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage in any business other than businesses of the business of selling, producing, brokering or underwriting property type conducted by the Loan Parties on the date hereof and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
Appears in 1 contract
Sources: First Lien Credit Agreement (Magnum Hunter Resources Corp)
Fundamental Changes. (a) The US Borrower will not, and will not permit any of its Subsidiaries to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (other than sales of Receivables, operating leases through its leasing Subsidiaries or interests therein in each casethe ordinary course of business by the US Borrower or a Securitization Subsidiary in connection with a Qualified Securitization Transaction), whether now owned or hereafter acquired) or all or substantially all of the stock of any of its Subsidiaries other than Harco Insurance (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided that ifdissolve (other than Harco Insurance), immediately before except that, if at the time thereof and immediately after giving effect thereto, (I) thereto 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 (other than an Insurance Subsidiary) Person may merge if the into any Borrower in a transaction in which such Borrower is the surviving Personcorporation, (ii) any Subsidiary Person (other than an Insurance Subsidiarythe US Borrower) may merge into another any Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Persondirect or indirect Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the US Borrower or to a another Subsidiary Loan Party, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the US Borrower determines in good faith that such liquidation or dissolution is in the best interests of the US Borrower and is not materially disadvantageous to the Lenders; provided, further, 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 7.48.05.
(b) The US Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the business type conducted by the US Borrower and its Subsidiaries on the date of sellingexecution of this Agreement and businesses reasonably related, producingsimilar, brokering supportive or underwriting property and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
Appears in 1 contract
Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries to, merge into or consolidate enter into any other Personmerger, consolidation or amalgamation, or permit liquidate, wind up or dissolve (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or convey, sell, lease, assign, transfer or otherwise dispose of (in each a single transaction or a series of transactions) "Transfer"), all or substantially all of its assets (in each casetheir respective Property, 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, immediately before and immediately after giving effect 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, except that: Credit Agreement
(i) any Subsidiary of the Borrower and any Subsidiary (other than an Insurance Subsidiary) may merge if be merged, consolidated or amalgamated with or into the Borrower is (provided that the Borrower shall be the continuing or surviving Person, corporation) or with or into any one or more other Subsidiaries of the Borrower;
(ii) any Subsidiary (other than an Insurance Subsidiary) of a Borrower may merge into another Subsidiary (other than an Insurance Subsidiary)liquidate, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party, and (iv) any Subsidiary (other than a Subsidiary Loan Party) may liquidate wind-up or dissolve if the Borrower determines in good faith that such liquidation liquidation, winding-up or dissolution is in the best interests of the Borrower and is would not materially disadvantageous be adverse to the Lenders; providedinterests of the Banks in any material respect;
(iii) any Subsidiary of a Borrower may Transfer any or all of its Property (upon voluntary liquidation or otherwise) to the Borrower or any other Subsidiary of the Borrower;
(iv) the Borrower and any Subsidiary of a Borrower may merge, furtherconsolidate or amalgamate with or into, any other Person provided that any such merger involving a Person that is not a wholly owned Subsidiary (x) both immediately prior to such merger, consolidation or amalgamation and after giving effect thereto, no Default shall exist, (y) in the Borrower's reasonable judgment, a Default under Section 5.03 is not likely to occur on the last day of the fiscal quarter immediate succeeding such merger, consolidation or amalgamation and (z) in the case of a merger, consolidation or amalgamation involving the Borrower, the Borrower shall be the continuing or surviving corporation and in the case of a merger consolidation or amalgamation involving any Subsidiary, such Subsidiary shall not be permitted unless also the continuing or surviving corporation;
(v) the Borrower and its Subsidiaries may make Investments permitted by Section 7.4.5.02(d);
(bvi) The the Borrower will not, and will not permit any of its Subsidiaries tomay Transfer obsolete or worn-out Property in the ordinary course of business;
(vii) the Borrower and its Subsidiaries may Transfer Property for not less than fair market value in the ordinary course of business, engage provided that the aggregate purchase price for all such Transfers by the Borrower and its Subsidiaries after the date hereof shall not exceed $100,000,000;
(viii) the Borrower and its Subsidiaries may sell inventory in any the ordinary course of business;
(ix) the Borrower and its Subsidiaries may sell or discount without recourse accounts receivable arising in the ordinary course of business other in connection with the compromise or collection thereof; and
(x) the Borrower and its Subsidiaries may sell the New York Real Property for not less than the business of selling, producing, brokering or underwriting property and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.fair market value. Credit Agreement
Appears in 1 contract
Fundamental Changes. (a) The Borrower Company will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all make any disposition of its assets (in each case, whether now owned property or hereafter acquired) 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; provided that if, immediately before and immediately after giving effect thereto, except that:
(I) no Default or Event of Default shall have occurred and be continuing or shall result therefrom and (IIa) the Borrower Company and each of its Subsidiaries is Solventmay purchase and sell inventory in the ordinary course of business;
(b) the Company and its Subsidiaries may sell, transfer or otherwise dispose of excess, damaged, obsolete or worn out assets and scrap in the ordinary course of business;
(c) the Company and its Subsidiaries may enter into and consummate Permitted Acquisitions;
(d) (i) the Borrower and any Subsidiary (other than an Insurance Subsidiary) Person may merge if into the Borrower Company in a transaction where the Company is the surviving Personsurvivor thereof, (ii) any Subsidiary Person (other than an Insurance Subsidiarythe Company) may merge into another Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger is a Subsidiary Loan Party, Guarantor where such Subsidiary Guarantor is the Subsidiary Loan Party shall be the surviving Personsurvivor thereof, (iii) any Subsidiary may sell, transfer, lease Person (other than the Company or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan PartyGuarantor) may merge into any European Borrower where such European Borrower is the survivor thereof, and (iv) any Subsidiary Person (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower merge into any other Foreign Subsidiary and is not materially disadvantageous to the Lenders(v) any Immaterial Subsidiary may merge into any other Immaterial Subsidiary; 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 7.46.04; provided, further, that neither Spectrum nor any Subsidiary thereof shall merge with or into any Receivables Seller.
(be) The (i) the Company may sell or transfer assets to any Subsidiary Guarantor, (ii) any Subsidiary may sell or transfer assets to the Company or any Subsidiary Guarantor, (iii) any European Borrower may sell or transfer assets to any Foreign Subsidiary so long as the aggregate consideration for all such sales and transfers governed by this clause (iii) does not exceed $10,000,000 at any time, and (iv) to the extent not governed by clauses (i) through (iii) above, any Foreign Subsidiary or Immaterial Subsidiary may sell or transfer assets to the Company or any other Subsidiary; provided, that neither Spectrum nor any Subsidiary thereof shall sell or transfer any Receivables, directly or indirectly, to any Receivables Seller.
(f) the Company or any Subsidiary may (i) sell Receivables under Permitted Receivables Facilities (subject to the limitation that the Attributable Receivables Indebtedness thereunder shall not exceed an aggregate principal amount of $250,000,000) and (ii) sell or discount, in each case without recourse and in the 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 not as part of 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 Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders;
(h) 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 materially interfere with the required use of such property by the Company or its Subsidiaries; and
(k) the Company or any Subsidiary 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 this clause (k) in any fiscal year, does not constitute a Substantial Portion of the assets of the Company and its Subsidiaries. In addition to the foregoing, the Company will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than if as a result thereof the general nature of the business of selling, producing, brokering or underwriting property the Company and casualty, life, health, annuity, its Subsidiaries taken as a whole would be substantially changed from the general nature of the business of the Company and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related theretoits Subsidiaries on the Effective Date.
Appears in 1 contract
Fundamental Changes. (a) The Borrower will not, and will not permit any of its Consolidated Subsidiaries to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all its assets as an entirety or substantially all of its assets (in each caseas an entirety, whether now owned or hereafter acquired) or all or substantially all of the stock Capital Stock of any of its Consolidated Subsidiaries (in each case, whether now owned or hereafter acquired) ), or liquidate or dissolve; provided that if, immediately before except that, if at the time thereof and immediately after giving effect thereto, (I) thereto 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) any Person may merge into the Borrower and any Subsidiary (other than an Insurance Subsidiary) may merge if in a transaction in which the Borrower is the surviving Personcorporation, (ii) any Consolidated Subsidiary (other than an Insurance Subsidiary) may merge into another Subsidiary (with any other than an Insurance Consolidated Subsidiary), provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, and (iii) the Borrower may merge with or into or consolidate with or transfer its assets as an entirety or substantially as an entirety to any Subsidiary may sellPerson, so long as (A) immediately prior to and immediately after giving effect to such merger, consolidation or transfer, lease the Person with or otherwise dispose of all into which the Borrower shall ultimately merge or consolidate or to whom the Borrower shall ultimately transfer its assets as an entirety or substantially all of its assets to as an entirety is in the Borrower or to a Subsidiary Loan Party, and Utility Business; (ivB) any Subsidiary the Lender shall have determined (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines so long as such determination is exercised in good faith and after consultation with the Borrower) that such liquidation or dissolution is in the best interests rating of the Borrower and is not materially disadvantageous to the Lenders; provided, further, that any senior unsecured long-term Indebtedness of such merger involving a Person that is not a wholly owned Subsidiary immediately guaranteed and does not benefit from any other credit enhancement) of the surviving Person of any such merger, consolidation, acquisition or transfer of assets shall be at least BBB- or higher by S&P and Baa3 or higher by ▇▇▇▇▇’▇ (unless the requirements of this clause (B) shall have been waived by the Lender); provided that the requirement of this clause (B) shall be deemed to have been satisfied if, prior to the consummation of any such merger, consolidation or transfer, the Borrower shall have delivered written evidence from each such Rating Agency to the effect that, upon such merger, consolidation or transfer, the applicable rating of such surviving Person would be equal to or higher than the ratings specified in this clause (B); (C) in the case of any merger or consolidation or transfer of assets in which the Borrower is not the surviving corporation, the Person formed by any such consolidation or transfer of assets or into which the Borrower shall not be permitted unless also permitted merged or consolidated or to which such assets are transferred shall have executed an agreement in form reasonably satisfactory to the Lender containing an assumption by the surviving Person of the due and punctual performance of each obligation, agreement, covenant and condition of each of the Related Documents to be performed or complied with by the Borrower; and (D) the Lender shall have received an opinion of counsel, in form and substance reasonably satisfactory to the Lender and its counsel, with respect to the due authorization, execution, delivery, validity and enforceability of the assumption agreement referred to in clause (C) of this Section 7.4.
(b) The Borrower will not5.01, and will not permit such other matters as the Lender may reasonably require. In the case of any merger, consolidation or transfer of its Subsidiaries toassets permitted hereunder, engage in any business other than the business Lender shall upon the request of selling, producing, brokering or underwriting property the Borrower deliver to the Trustee and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses the Authority a written statement to the effect that are complementary, ancillary or reasonably related theretosuch action is permitted hereunder.
Appears in 1 contract
Sources: Lender Rate Mode Covenants Agreement (Tucson Electric Power Co)
Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries to, merge Merge into or consolidate 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 or substantially all of its assets (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 provided, that if, immediately before if at the time thereof and immediately after giving effect 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 or any Subsidiary (other than an Insurance Subsidiary) may merge with a Person pursuant to a Permitted Acquisition if the Borrower (or such Subsidiary of the Borrower is not a party to such merger) is the surviving Person, (ii) any Subsidiary (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiary); provided, provided that if any party to such merger is a Subsidiary Loan PartyGuarantor, the Subsidiary Loan Party Guarantor shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary any Loan Party, Party and (iv) any Subsidiary (other than a Subsidiary Loan PartyGuarantor) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided, further, 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 7.4.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage Engage in any business other than businesses of the business of selling, producing, brokering type conducted (and non-core incidental businesses acquired in connection with any Permitted Acquisition or underwriting property permitted Investment or other immaterial businesses) by the Borrower and casualty, life, health, annuity, its Subsidiaries on the date hereof and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
Appears in 1 contract
Fundamental Changes. (a) The Borrower Other than with respect to the Corporate Restructuring, no Loan Party will, nor will not, and will not it permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose Dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each caseassets, 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, immediately before except that, upon no less than thirty (30) days’ prior written notice, if at the time thereof and immediately after giving effect thereto, (I) thereto 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) any Subsidiary of the Borrower and any Subsidiary (other than an Insurance Subsidiary) may merge if into the Borrower in a transaction in which the Borrower is the surviving Personentity, (ii) any Subsidiary Loan Party (other than an Insurance Subsidiarythe Borrower) may merge into another Subsidiary (any other than an Insurance Subsidiary), provided that if any party to such merger Loan Party in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary that is not a Loan Party may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to merge into any other Subsidiary that is not a Subsidiary Loan Party, and (iv) any Subsidiary (other than that is not a Subsidiary Loan Party) Party may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersAdministrative Agent or any Lender; provided, further, provided that any such merger involving a Person that is not a direct or indirect wholly owned Subsidiary of Borrower or other Loan Party immediately prior to such merger shall not be permitted unless also permitted by Section 7.46.04.
(b) The Borrower No Loan Party will, nor will not, and will not it permit any Domestic 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 business of selling, producing, brokering or underwriting property type conducted by the Borrower and casualty, life, health, annuity, its Subsidiaries on the date hereof and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
(d) No Loan Party will, nor will it permit any Subsidiary to, change its fiscal year from the basis in effect on the Effective Date.
(e) No Loan Party will change the accounting basis upon which its financial statements are prepared.
(f) No Loan Party will change the tax filing elections it has made under the Code.
(g) No Loan Party will change the type of entity that it is.
(h) No Loan Party will change its organization identification number, if any, issued by its state of incorporation or organization, as applicable.
(i) No Loan Party will change its state of incorporation or organization, in each case, unless the Administrative Agent shall have received at least thirty (30) days prior written notice of such change and the Administrative Agent shall have acknowledged in writing that either (A) such change will not adversely affect the validity, perfection or priority of the Administrative Agent’s security interest in the Collateral (as required under the Loan Documents), or (B) any reasonable action requested by the Administrative Agent in connection therewith has been completed or taken (including any action to continue the perfection of any Liens in favor of the Administrative Agent in any Collateral), provided that, any new location of incorporation or organization shall be in the continental U.S.
(j) No Loan Party will own any Foreign Subsidiary (other than the Excluded Foreign Subsidiaries) without ▇▇▇▇▇▇’s prior written consent.
Appears in 1 contract
Fundamental Changes. (a) The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, merge into or consolidate 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 or substantially all of its assets (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 provided, that if, immediately before if at the time thereof and immediately after giving effect 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 or any Subsidiary (other than an Insurance Subsidiary) may merge with a Person if (x) the Borrower is the surviving PersonPerson or (y) if the Borrower is not a party to such merger, such Subsidiary is the surviving Person or the surviving Person is a Subsidiary and to extent required by Section 5.11, shall become a Subsidiary Loan Party pursuant to Section 5.11 at the time required therein, (ii) any Subsidiary (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiary); provided, provided that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving PersonPerson or the surviving Person shall become a Subsidiary Loan Party pursuant to Section 5.11, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan PartyParty or in connection with a Disposition permitted pursuant to Section 7.6, and (iv) the Borrower or any Subsidiary may sell, lease, transfer or otherwise dispose all or substantially all of the stock of any of its Subsidiaries in connection with a Disposition permitted pursuant to Section 7.6 and (other than a v) any Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersLenders and in the case of any liquidation or dissolution of a Subsidiary Loan Party, all of its assets are transferred to, and all of its liabilities and obligations are assumed by, the Borrower or another Subsidiary Loan Party upon giving effect to such liquidation or dissolution; provided, further, 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 7.4.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage in any business other than the business of selling, producing, brokering or underwriting property and casualty, life, health, annuity, and supplemental insurance or reinsurance and those businesses that are complementary, ancillary or reasonably related thereto.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Strategic Education, Inc.)
Fundamental Changes. (a) The Borrower No Loan Party will, nor will not, and will not it permit any of its Subsidiaries Subsidiary to, merge into or consolidate into with any other Person, or permit any other Person to merge into or consolidate with it, or sell, leasetransfer, transfer lease or otherwise dispose of (in a single one transaction or in a series of transactions) all or substantially all of its assets (in each caseassets, 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, immediately before except that, if at the time thereof and immediately after giving effect thereto, (I) thereto 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) any Subsidiary of the Borrower and any Subsidiary (other than an Insurance Subsidiary) may merge if into the Borrower in a transaction in which the Borrower is the surviving Personcorporation, (ii) any Subsidiary (other than an Insurance Subsidiary) may merge into another Subsidiary (other than an Insurance Subsidiary), provided that if any party to such merger Loan Party in a transaction in which the surviving entity is a Subsidiary Loan Party, the Subsidiary (iii) any Person may merge into any Loan Party shall be 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 Personentity, (iiiiv) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to a another Subsidiary Loan Party, and (ivv) any Subsidiary (other than that is not a Subsidiary Loan Party) Party may liquidate or dissolve if the Borrower Loan Party which owns such Subsidiary determines in good faith that such liquidation or dissolution is in the best interests of the Borrower such Loan Party and is not materially disadvantageous to the Lenders; provided, further, 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 7.46.04. 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) The Borrower No Loan Party will, nor will not, and will not it permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the business type conducted by the Borrower and its Subsidiaries on the date of sellingexecution of this Agreement and businesses which are, producingin the good faith judgment of the Board of Directors, brokering similar, complimentary or underwriting property and casualty, life, health, annuity, and supplemental insurance substantially related thereto or reinsurance and those businesses that are complementary, ancillary or reasonably related theretoreasonable extensions thereof.
(c) The Borrower will not change its fiscal year which currently ends on December 31 of each year.
Appears in 1 contract