Liquidation; Disposition or Acquisition of Assets Sample Clauses

Liquidation; Disposition or Acquisition of Assets. (a) The Borrower shall not, and shall not permit any of the Guarantors to, at any time, (i) liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up, or (ii) sell, lease, abandon, transfer, exchange or otherwise dispose of any assets (not constituting capital stock, partnership interests or other equity interests) or business in excess of $5,000,000 in the aggregate during the term of this Agreement, or (iii) enter into any merger or consolidation, except, in each case, for (x) sales, dispositions, mergers, consolidations or exchanges by any Guarantor of its businesses, assets or rights to or with another RMG Company, (y) sales or dispositions in the ordinary course of business by any of the RMG Companies of obsolete or worn-out property or other property reasonably determined by the management of the disposing Company to be not used or useful in its business, and (z) Investments in any of the MGM Companies permitted by Section 8.2(d).
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Liquidation; Disposition or Acquisition of Assets. The Borrower shall not and shall not at any time permit any of its Restricted Subsidiaries to (a) liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up, or (b) enter into any merger or consolidation, or (c) sell, lease, abandon, transfer or otherwise dispose of any assets (other than contract rights) or business other than, subject to compliance with Section 2.7(b) hereof, Permitted Asset Sales so long as the Borrower is in pro forma compliance with Sections 2.7(b), 7.8, 7.9 and 7.10 after giving effect to any such asset sale provided that if the Net Proceeds of such sale, transfer or disposition are greater than $100,000,000, the Borrower provides to the Administrative Agent a certificate indicating pro forma compliance with Sections 7.8, 7.9 and 7.10 from the date of such sale, transfer or disposition through the Maturity Date and; provided, however that (i) the Borrower may merge or consolidate with a wholly-owned Restricted Subsidiary of the Borrower (so long as the Borrower is the surviving entity), and (ii) wholly-owned Restricted Subsidiaries of the Borrower may merge or consolidate with other wholly-owned Restricted Subsidiary or with the Borrower.
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Liquidation; Disposition or Acquisition of Assets. (a) (i) None of the Borrower Parties shall, nor shall permit any of the other Borrower Parties to, liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up, or (ii) the Borrower shall not, and shall not permit any of the Subsidiary Guarantors to, at any time, (A) sell, lease, abandon, transfer, exchange or otherwise dispose of any assets (not constituting capital stock, partnership interests or other equity interests) or business in excess of $10,000,000 in the aggregate during the term of this Agreement, provided, however, that the Borrower and the Subsidiary Guarantor may sell, lease, abandon, transfer, exchange or otherwise dispose of any assets (not constituting capital stock, partnership interests or other equity interests) or business in excess of $10,000,000 and up to $100,000,000 in the aggregate during the term of this Agreement so long as (1) no Default or Event of Default then exists or would be caused thereby, (2) the Net Cash Proceeds received in connection therewith are (x) used to acquire assets useful in the business of such Borrower Party within three hundred sixty (360) days after receipt of such Net Cash Proceeds or (y) if not so used within such three hundred sixty (360) day period, applied to prepay the Loans as provided in Section 2.6(b), and (3) such new assets are subject to the Lien of the Administrative Agent under the Security Documents, or (B) enter into any merger or consolidation, except, in each case, for (1) sales, dispositions, mergers, consolidations or exchanges by any Guarantor of its businesses, assets or rights to or with another Borrower Party, and (2) sales or dispositions in the ordinary course of business by any of the Rainbow Companies of obsolete or worn-out property or other property reasonably determined by the management of the disposing Company to be not used or useful in its business.
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Liquidation; Disposition or Acquisition of Assets. Except with respect to Acquisitions otherwise governed by the terms of this Agreement, the Company shall not, and shall not permit any of its Subsidiaries to, at any time:
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Liquidation; Disposition or Acquisition of Assets. The Borrower shall not, and shall cause each of its Subsidiaries not to, at any time:
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Liquidation; Disposition or Acquisition of Assets. The Borrower shall not and shall not permit any of its Subsidiaries to (a) liquidate or dissolve itself (or suffer any liquidation or dissolution, including, without limitation, the announcement or adoption of any plan of dissolution) or otherwise wind up, or (b) enter into any merger or consolidation unless such dissolution, merger or consolidation is contingent upon cancellation of the Commitment and payment in full of the Obligations; provided, however, that, without the prior written consent of the Majority Banks, the Borrower and its Subsidiaries shall be permitted to enter into mergers and consolidations so long as (A) no Default exists hereunder or would be caused thereby (B) the Borrower provides written evidence in the form of a pro forma compliance certificate that all covenants hereunder will continue to be met on a pro forma basis after giving effect thereto, (C) such merger or consolidation is with a Person whose business is substantially consistent with the business of the Borrower or the Subsidiary, as the case may be, being merged or consolidated, (D) such merger or consolidation does not result in a change of business of the Borrower or the Subsidiary, as the case may be, (E) the Borrower shall not have been advised by any rating agency then rating the Borrower's Indebtedness or investment bank advising the Borrower in connection with such merger or consolidation that such merger or consolidation will result in a downward adjustment to its investment grade rating, (F) in the case of a merger or consolidation involving the Borrower or a Subsidiary Guarantor, the Borrower or such Subsidiary Guarantor, as the case may be, shall be the surviving entity, and (G) if such merger or consolidation results in a new Subsidiary of the Borrower, such new Subsidiary shall provide to the Administrative Agent a Guaranty if required pursuant to Section 5.18 hereof.
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Liquidation; Disposition or Acquisition of Assets. The Borrower shall not and shall not permit any of its Subsidiaries to (i) liquidate or dissolve itself (or suffer any liquidation or dissolution, including, without limitation, the announcement or adoption of any plan of dissolution) or otherwise wind up, or (ii) enter into any merger or consolidation unless such dissolution, merger or consolidation is contingent upon cancellation of the Commitment and payment in full of the Obligations.
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Liquidation; Disposition or Acquisition of Assets. (a) Unless otherwise permitted hereunder, the Borrower shall not and shall not permit any of its Subsidiaries or Designated Entities to, at any time, (i) liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up, (ii) sell, lease, abandon, transfer, exchange or otherwise dispose of (y) any capital stock or partnership interests of any of the Borrower's Subsidiaries, Operating Entities or Designated Entities or (z) any other assets or business in excess of $1,000,000 in the aggregate during the term of this Agreement, or (iii) issue any capital stock, partnership interests or membership interests in any Subsidiary, Designated Entity or Operating Entity, or (iv) enter into any merger or consolidation except, in each case, for:
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Liquidation; Disposition or Acquisition of Assets. (a) The Borrower shall not, and shall not permit any of its Consolidated Entities or Unconsolidated Entities to, at any time except for dispositions by Consolidated Entities or Unconsolidated Entities of their respective businesses, assets or rights to the Borrower or another Consolidated Entity or Unconsolidated Entity, (i) liquidate or dissolve itself (or suffer any liquidation or dissolution, including, without limitation, the announcement or adoption of any plan of dissolution) or otherwise wind up, or (ii) enter into any merger or consolidation (other than a merger or consolidation having the Borrower or, if the Borrower is not a party to such merger or consolidation, an Unconsolidated Entity or a Consolidated Entity, as the case may be, as the surviving entity).
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Related to Liquidation; Disposition or Acquisition of Assets

  • MERGER, CONSOLIDATION OR DISPOSITION OF ASSETS In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation ("Other Property"), are to be received by or distributed to the holders of Common Stock of the Company, then Holder shall have the right thereafter to receive, upon exercise of this Warrant, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of shares of Common Stock for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 11. For purposes of this Section 11, "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 11 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.

  • Disposition of Assets To sell, exchange, lend, pledge, mortgage, hypothecate, write options on and lease any or all of the assets of the Trust;

  • Disposition of Proceeds of Asset Sales The Company shall not, and shall not permit any Restricted Subsidiary or Restricted Affiliate to, make any Asset Sale unless (a) the Company or such Restricted Subsidiary or such Restricted Affiliate, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of and (b) at least 75% of such consideration consists of cash or Cash Equivalents; provided that the amount of any liabilities (other than Subordinated Indebtedness or Indebtedness of a Restricted Subsidiary that would not constitute Restricted Subsidiary Indebtedness) that are assumed by the transferee of any such assets pursuant to an agreement that unconditionally releases the Company or such Restricted Subsidiary or Restricted Affiliate, as the case may be, from further liability shall be treated as cash for purposes of this Section 10.15. The Company or the applicable Restricted Subsidiary, as the case may be, may (i) apply the Net Cash Proceeds from any such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days of the receipt thereof to repay an amount of Indebtedness (other than Subordinated Indebtedness) of the Company in an amount not exceeding the Other Senior Debt Pro Rata Share and elect to permanently reduce the amount of the commitments thereunder by the amount of the Indebtedness so repaid, (ii) apply the Net Cash Proceeds from such Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary to repay any Restricted Subsidiary Indebtedness and elect to permanently reduce the commitments thereunder by the amount of the Indebtedness so repaid or (iii) apply the Net Cash Proceeds from any Asset Sale by the Company or a Restricted Subsidiary and the Net Cash Proceeds of any Asset Sale by a Restricted Affiliate to the extent distributed to the Company or a Restricted Subsidiary within 365 days thereof, to an investment in properties and assets that will be used in a Permitted Business (or in Capital Stock and other securities of any person that will become a Restricted Subsidiary or Restricted Affiliate as a result of such investment to the extent such person owns properties and assets that will be used in a Permitted Business) of the Company or any Restricted Subsidiary ("Replacement Assets"). Notwithstanding anything herein to the contrary, in the event of any Asset Sale of all or substantially all of the properties or assets of any Restricted Affiliate Group, whether in a single transaction or series of related transactions, the Restricted Affiliate Group shall be required to distribute the Net Cash Proceeds therefrom, after providing for all Indebtedness and other liabilities of such Restricted Affiliate Group, to the Company or a Restricted Subsidiary and the Other Partner on a pro rata basis in accordance with their respective equity interests. Any Net Cash Proceeds from any Asset Sale that are neither used to repay, and permanently reduce the commitments under, any Restricted Subsidiary Indebtedness as set forth in clause (ii) of the preceding sentence or invested in Replacement Assets within the 365-day period as set forth in clause (iii) shall constitute "Excess Proceeds."

  • Fundamental Changes; Disposition of Assets; Acquisitions No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor), exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Capital Expenditures in the ordinary course of business) the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, except:

  • Fundamental Changes; Disposition of Assets The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into any transaction of merger, consolidation or amalgamation, consummate a Division as the Dividing Person, or liquidate, wind up or dissolve themselves (or suffer any liquidation or dissolution), or otherwise make any Disposition of any assets, except:

  • Disposition of Assets; Etc The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease, license, transfer, assign or otherwise dispose of any of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, other than inventory sold in the ordinary course of business upon customary credit terms, sales of scrap or obsolete material or equipment, the lapse of intellectual property of the Borrower or any of its Subsidiaries that is no longer useful or material to their business and sales of fixed assets the proceeds of which are used to purchase other property of a similar nature of at least equivalent value within 180 days of such sale, provided, however, that this Section 6.09 shall not (a) prohibit any sale or other transfer of an interest in accounts or notes receivable to a Securitization Entity pursuant to Permitted Securitization Transactions if the aggregate outstanding principal amount of the Indebtedness under all Permitted Securitization Transactions does not exceed $250,000,000, (b) prohibit any sale or other transfer of any asset of the Borrower or any Subsidiary to the Borrower or any Subsidiary that is a Guarantor and (c) prohibit any such sale, lease, license, transfer, assignment or other disposition if the aggregate book value (disregarding any write-downs of such book value other than ordinary depreciation and amortization) of all of the business, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective Date and on or prior to such transaction date shall be less than 40% of the aggregate book value of the Consolidated Total Assets as of the end of the fiscal year immediately preceding such transaction and the aggregate amount of businesses, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective date and on or prior to such transaction date shall be responsible for less than 40% of the consolidated net sales or net income of the Borrower and its Subsidiaries for the fiscal year immediately preceding the date of such transaction, and if immediately after any such transaction, no Default shall exist or shall have occurred and be continuing.

  • Limitation on Disposition of Assets The Company is, subject to certain conditions, obligated to make an offer to purchase Securities at 100% of their principal amount plus accrued and unpaid interest to the date of repurchase with certain net cash proceeds of certain sales or other dispositions of assets in accordance with the Indenture.

  • Liquidation of Assets (a) Upon the dissolution of the Fund as provided in Section 6.1 hereof, the Board of Managers shall promptly appoint the Administrator as the liquidator and the Administrator shall liquidate the business and administrative affairs of the Fund, except that if the Board of Managers does not appoint the Administrator as the liquidator or the Administrator is unable to perform this function, a liquidator elected by Members holding a majority of the total number of votes eligible to be cast by all Members shall promptly liquidate the business and administrative affairs of the Fund. Net Profit and Net Loss during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board of Managers or liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed in the following manner:

  • Acquisition of Assets In the event the Company or any Subsidiary acquires any assets or other properties, such assets or properties shall constitute a part of the Collateral (as defined in the Security Agreement) and the Company shall take all action necessary to perfect the Purchasers’ security interest in such assets or properties pursuant to the Security Agreement.

  • Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation ("Other Property"), are to be received by or distributed to the holders of Common Stock of the Company, then Holder shall have the right thereafter to receive, upon exercise of this Warrant, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of shares of Common Stock for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 11. For purposes of this Section 11, "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 11 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.

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