Limitation on Mergers. Arcadia Financial shall not consolidate with or merge with or into any Person or transfer all or any material part of its assets to any Person (except as contemplated by the Transaction Documents) or liquidate or dissolve, provided that Arcadia Financial may consolidate with, merge with or into, or transfer all or a material part of its assets to, another corporation if (i) the acquiror of its assets, or the corporation surviving such merger or consolidation, shall be organized and existing under the laws of any state and shall be qualified to transact business in each jurisdiction in which failure to qualify would render any Transaction Document unenforceable or would result in a Material Adverse Change in respect of Arcadia Financial or the Trust Property; (ii) after giving effect to such consolidation, merger or transfer of assets, no Default or Event of Default shall have occurred or be continuing; (iii) such acquiring or surviving entity can lawfully perform the obligations of Arcadia Financial under the Transaction Documents and shall expressly assume in writing all of the obligations of Arcadia Financial, including, without limitation, its obligations under the Transaction Documents; and (iv) such acquiring or surviving entity and the consolidated group of which it is a part shall each have a net worth immediately subsequent to such consolidation, merger or transfer of assets at least equal to the net worth of Arcadia Financial immediately prior to such consolidation, merger or transfer of assets; and Arcadia Financial shall give Financial Security written notice of any such consolidation, merger or transfer of assets on the earlier of: (A) the date upon which any publicly available filing or release is made with respect to such action or (B) 10 Business Days prior to the date of consummation of such action. Arcadia Financial shall furnish to Financial Security all information requested by it that is reasonably necessary to determine compliance with this paragraph.
Limitation on Mergers. Except as expressly provided in this section, no Significant Restricted Person (other than (i) a Guarantor for whom a release has been requested pursuant to an event described in clause (b) of Section 6.9 and otherwise is so released, or (ii) such other Significant Restricted Person, other than a Borrower, that is the subject of any such event described in such clause (b) of Section 6.9) will (a) merge or consolidate or amalgamate with any Person, or liquidate, wind up or dissolve or (b) sell, transfer, lease, exchange or otherwise dispose of, in one transaction or a series of related transactions, all or substantially all of its business or property, whether now owned or hereafter acquired, to any Person; provided, any such Significant Restricted Person, other than a Borrower, may (A) merge into or consolidate or amalgamate with, and such business and property may be disposed of to:
Limitation on Mergers. The Borrower will not (i) merge or consolidate with or into any other Person unless the Borrower is the surviving business entity and no Default exists prior to such merger or consolidation or will exist immediately thereafter or (ii) Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person.
Limitation on Mergers. 34 11.4 Limitation on Sales of Property................................. 35 11.5 Limitation on Investments and New Businesses.................... 35 11.6 Transactions with Affiliates.................................... 35 11.7
Limitation on Mergers. The Borrower shall not enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself or suffer any liquidation or dissolution, except the merger, dissolution or liquidation into or consolidation or amalgamation of any Person with or into the Borrower (so long as the surviving entity is (i) the Borrower or (ii) another Person organized or existing under the laws of the United States of America, any State thereof or the District of Columbia so long as (A) after giving effect to such transaction on a pro forma basis as if it had occurred on the first day of the test period most recently ended, such Person is in compliance with Section 7.12(a), (B) such Person expressly assumes all the obligations of the Borrower under the Loan Documents, pursuant to an assumption agreement reasonably acceptable to the Administrative Agent and (C) any two of S&P, Xxxxx’x and Fitch confirms that, immediately after giving effect to such transaction, the surviving entity’s corporate rating (in the case of S&P and Fitch) and corporate family rating (in the case of Xxxxx’x) will be equal to or higher than the Borrower’s equivalent ratings on the Closing Date, in which event such Person will succeed to, and be substituted for, the Borrower).
Limitation on Mergers. Except as expressly provided Borrower and Parent will not, and will not permit any of their Restricted Subsidiaries to, merge or consolidate with or into any other business entity, except (1) Parent or Borrower may be party to a merger or consolidation so long as the surviving entity is Parent or Borrower and no Default will exist and the Obligations do not exceed the Facility Amount after giving effect thereto and (2) any Restricted Subsidiary may be a party to any merger or consolidation so long as the surviving entity is a Restricted Subsidiary and any Guaranty of, or Pledge Agreement by, such Restricted Subsidiary continues as to such surviving entity, no Default will exist, and the Obligations do not exceed the Facility Amount after giving effect thereto.
Limitation on Mergers. Except as expressly provided in this --------------------- Section, neither Buyer nor any Subsidiary thereof will merge or consolidate with or into any other business entity. Any Subsidiary of Buyer may, however, be merged into or consolidated with either Buyer or another Subsidiary which is wholly-owned by Buyer, so long as Buyer or the Subsidiary wholly-owned by Buyer is the surviving business entity. Buyer will not issue any securities other than (i) Common Stock (including the shares of Common Stock to be issued upon the conversion of the Series A Preferred) or (ii) any options or warrants giving the holders thereof only the right to acquire such shares. No Subsidiary of Buyer will issue any additional shares of its capital stock or other securities or any options, warrants or other rights to acquire such additional shares or other securities except to Buyer or to another Subsidiary. No Subsidiary of Buyer which is a partnership will allow any diminution of Buyer's interest (direct or indirect) therein.
Limitation on Mergers. The Company will not, nor will --------------------- it permit any of its Subsidiaries to, merge or consolidate with or into any other corporation except that any Subsidiary may merge or consolidate (i) with or into the Company (provided that the Company shall be the continuing or -------- surviving corporation), (ii) with or into any one or more Wholly-Owned Subsidiaries or (iii) with or into any Person to be acquired pursuant to Section 7.12.
Limitation on Mergers. Neither any Canadian Borrower nor any Subsidiary of a Canadian Borrower that is a Restricted Person will merge or consolidate with or into any other Person except that any Subsidiary of US Borrower may be merged into or consolidated with (a) another Subsidiary of US Borrower, or (b) US Borrower, so long as US Borrower is the surviving business entity.
Limitation on Mergers. Except as expressly provided in this Section, neither the Company nor any Subsidiary thereof will merge or consolidate with or into any other business entity. Any Subsidiary of the Company may, however, be merged into or consolidated with either the Company or another Subsidiary which is wholly-owned by the Company, so long as the Company or the Subsidiary wholly-owned by the Company is the surviving business entity. The Company will not issue any securities other than (i) Ordinary Shares, (ii) deferred shares having nominal value and no voting rights, (iii) the "Convertible Shares," as defined in the Difco Agreement, or (iv) any options or warrants giving the holders thereof only the right to acquire such shares. No Subsidiary of the Company will issue any additional shares of its capital stock or other securities or any options, warrants or other rights to acquire such additional shares or other securities except to the Company or to another Subsidiary. No Subsidiary of the Company which is a partnership will allow any diminution of the Company's interest (direct or indirect) therein.
