Liquidation; Merger; Disposition of Assets. Liquidate or dissolve; or merge with or into or consolidate with or into any other corporation or entity except a merger of a wholly-owned Subsidiary into the Company or another wholly-owned Subsidiary; or sell, lease, transfer or otherwise dispose of all or any substantial part of its property, assets or business (other than sales made in the ordinary course of business), or any stock of any Subsidiary.
Liquidation; Merger; Disposition of Assets. It shall not consummate any plan of liquidation, dissolution, partial liquidation, merger or consolidation (or suffer any liquidation, dissolution or partial liquidation) nor sell, transfer, exchange or otherwise dispose of all or substantially all of its assets or enter into any agreement or commitment to do so, except (i) with the prior written consent of the Required Lenders and (ii) that the Collateral Manager shall be allowed to merge with any entity so long as the Collateral Manager remains the surviving corporation of such merger, with a net worth not less than the net worth of the Collateral Manager immediately prior to such merger, and such merger does not result in an Event of Default under Section 6.2(g)(ii). The Collateral Manager shall give 30 days prior written notice of any merger to the Administrative Agent and the Collateral Agent.
Liquidation; Merger; Disposition of Assets. It shall not consummate any plan of liquidation, dissolution, partial liquidation, merger or consolidation (or suffer any liquidation, dissolution or partial liquidation) nor sell, transfer, exchange or otherwise dispose of all or substantially all of its assets or enter into any agreement or commitment to do so.
Liquidation; Merger; Disposition of Assets. The Borrower shall not, and shall not permit any of its Subsidiaries to, at any time (a) liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up, except for the liquidation, dissolution or wind up of (i) any Subsidiary in connection with any sale, lease, transfer or other disposition of assets to the extent permitted in clauses (b)(i) through (b)(viii) below, (ii) any Subsidiary that is a holding company, provided that the assets held by such Subsidiary are transferred to one or more direct or indirect Wholly-Owned Subsidiaries of the Borrower, (iii) Fireside Bank or (iv) any inactive Subsidiary, or (b) sell, lease, abandon, transfer or otherwise dispose of any assets or business, other than (i) sales of obsolete equipment, inventory or other assets in the ordinary course of business, (ii) sales of investment securities and other investment assets by the Borrower or Insurance Subsidiaries in the ordinary course of business, (iii) sales, distributions or other dispositions by the Borrower or any of its Subsidiaries of publicly-traded investment securities (including Margin Stock) and other marketable securities, (iv) the sale, distribution or other disposition by the Borrower of the stock or assets of Fireside or the sale, distribution or other disposition by Fireside of the stock or assets of Fireside Bank (including the release of Fireside Bank’s bank charter and FDIC insurance), (v) the sale, distribution or other disposition of the stock or assets of any Person consisting exclusively of all or any portion of Unitrin Direct, (vi) sales or transfers of assets to a special purpose Subsidiary in connection with a Permitted Securitization, (vii) any transaction permitted pursuant to clause (ii) of the proviso to Section 6.09, any Restricted Payment permitted pursuant to Section 6.01 and the payment of any dividend by a Subsidiary to its parent entity, (viii) the sale, distribution or other disposition of the stock or assets of all or any portion of Reserve National and its Wholly-Owned Subsidiaries, (ix) the merger of any Subsidiary of the Borrower (other than Trinity or United Insurance) with and into any Wholly-Owned Subsidiary of the Borrower, or (x) leases, sales, transfers or other dispositions of its property (including equity interests in Subsidiaries other than Trinity and United Insurance) that, together with all other property of the Borrower and its Subsidiaries previously leased, sold, transferred or disposed ...
Liquidation; Merger; Disposition of Assets. Liquidate or dissolve; or merge with or into or consolidate with or into any other corporation or entity except a merger of a wholly-owned Subsidiary into the Company or another wholly-owned Subsidiary; or sell, lease, transfer or otherwise dispose of all or any substantial part of its property, assets or business (other than sales made in the ordinary course of business), or any stock of any Subsidiary, except for sales, leases, transfers or other dispositions to wholly-owned Subsidiaries to the extent permitted by section 5.4 (f) above.
Liquidation; Merger; Disposition of Assets. Liquidate or dissolve; or merge with or into or consolidate with or into any other corporation or entity; or sell, lease, transfer or otherwise dispose of all or any substantial part of its property, assets or business (other than sales made in the ordinary course of business).
Liquidation; Merger; Disposition of Assets. It shall not consummate any plan of liquidation, dissolution, partial liquidation, merger or consolidation (or suffer any liquidation, dissolution or partial liquidation) nor sell, transfer, exchange or otherwise dispose of all or substantially all of its assets unless the Collateral Manager or an Affiliate thereof is the surviving Person and no Collateral Manager Termination Event results therefrom. The Borrower shall not enter into any plan of division or other statutory division under Delaware law (or any comparable event under a different jurisdiction’s laws) without the prior written consent of the Administrative Agent.
Liquidation; Merger; Disposition of Assets. The Servicer shall not enter into any merger, liquidation, or sale of substantially all of its assets without the prior written consent of the Administrative Agent. (d)
Liquidation; Merger; Disposition of Assets. Liquidate or dissolve, except that a (i) Loan Party may liquidate or dissolve provided that its assets are transferred to another Loan Party and (ii) any other Subsidiary may liquidate or dissolve provided that its assets are transferred to a Loan Party or another Subsidiary; or merge with or into or consolidate with or into any other corporation or entity except (i) pursuant to an Acquisition permitted under this Agreement provided that the Borrower is the surviving entity or (ii) a merger of a wholly-owned Subsidiary into Borrower or another wholly-owned Subsidiary or a merger of one Loan Party with or into another Loan Party; or sell, lease, transfer or otherwise dispose of all or any substantial part of its property, assets or business (other than Permitted Dispositions), or any stock of any Loan Party or any Subsidiary.
Liquidation; Merger; Disposition of Assets. Liquidate or dissolve; or merge with or into or consolidate with or into any other corporation or entity except a merger of a wholly-owned Subsidiary into the Company or another wholly-owned Subsidiary; or sell, lease, transfer or otherwise dispose of all or any substantial part of its property, assets or business, or any stock of any Subsidiary, except (i) sales made in the ordinary course of business, and (ii) sales of accounts receivable in connection with asset securitization transactions; provided, however, that (A) the aggregate face amount of accounts receivable included in such asset securitization transactions shall not at any time exceed $50,000,000, and (B) before engaging in any such asset securitization transaction the Company shall furnish each of the Banks a certificate of the Chief Financial Officer or Vice President - Finance of the Company, together with preliminary pro forma financial calculations in reasonable detail giving effect to such sale of accounts receivable, and demonstrating compliance with the financial covenants in Section 6.1 hereof.
