Liquidations, Mergers, Consolidations, Acquisitions Sample Clauses

Liquidations, Mergers, Consolidations, Acquisitions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person, provided that
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Liquidations, Mergers, Consolidations, Acquisitions. The Borrowers shall not, and shall not permit any of their Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person, except that
Liquidations, Mergers, Consolidations, Acquisitions. The Borrower shall not, and shall not cause or permit any Restricted Subsidiary to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, effect a division or make any acquisition described in subclause (y) or (z) of clause (b) below (including by acquisition of the Equity Interests of another Person); provided that:
Liquidations, Mergers, Consolidations, Acquisitions. The Company shall not, and shall not permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or Equity Interests of any other Person; provided that
Liquidations, Mergers, Consolidations, Acquisitions. Borrower shall not dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person.
Liquidations, Mergers, Consolidations, Acquisitions. None of the Loan Parties shall dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of a business or division of any other Person, provided that
Liquidations, Mergers, Consolidations, Acquisitions. No Loan Party shall, nor shall any Loan Party permit any of its Subsidiaries to, (i) dissolve, liquidate or wind-up its affairs, (ii) become a party to, or suffer to exist, any merger, division (under the Delaware Code or otherwise) or consolidation, or (iii) acquire by purchase, lease or otherwise all or substantially all of the assets or Equity Interests of any other Person or group of related Persons or any division, line of business or other business unit of any other Person; except:
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Liquidations, Mergers, Consolidations, Acquisitions. No Loan Party shall, and no Loan Party shall permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person; provided that (i) any Loan Party other than a Borrower may consolidate with or merge into another Loan Party which is wholly-owned by one or more of the other Loan Parties; (ii) any Loan Party may be liquidated if such Loan Party has no assets or liabilities; (iii) any Loan Party shall be entitled to acquire by purchase or by merger all of the ownership interest, or substantially all of the assets, of a Person that will be a Domestic Subsidiary after giving effect to such acquisition as long as each of the following requirements are met: (a) there does not then, or immediately after such acquisition, exist any Potential Default or Event of Default; (b) if any Loan Party acquires the ownership interests in a Person, such Person shall execute a Guarantor Joinder and other documents and join this Agreement simultaneously with such acquisition, as contemplated by Section 8.2(i) [Subsidiaries, Partnerships and Joint Ventures]; (c) the boards of directors of the Loan Party acquiring a Person and the Person which is being acquired each approving such acquisition, and certified copies thereof shall have been delivered to the Administrative Agent; (d) the business acquired shall be substantially the same as or complementary to one or more lines of business conducted by the Loan Parties prior to such acquisition; (e) in the event that the purchase price for such acquisition is equal to or greater than $25,000,000, the Loan Parties shall deliver to the Administrative Agent not less than five (5) Business Days prior to such acquisition, evidence and a certification thereto, all in form and substance acceptable to the Administrative Agent that, if such acquisition had occurred during the fiscal quarter last ended, the Loan Parties would have been in compliance with all of the terms and conditions of this Agreement, including Section 8.2(q) [Minimum Liquidity]; (f) in the event that the purchase price for such acquisition is less than $25,000,000, the Loan Parties shall deliver to the Administrative Agent concurrently with the reporting of information pursuant to Section 8.3(a) [Quarterly Financial Information] and Section 8.3(b) [Annual Financial Statements], as applicable, eviden...
Liquidations, Mergers, Consolidations, Acquisitions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person; provided that, (i) any Loan Party (other than the Borrower) may merge into any other Loan Party, and any Person may merge into a Loan Party in a transaction in which such Loan Party is the surviving entity in connection with a Permitted Acquisition, (ii) any Non-Loan Party Subsidiary may consolidate or merge into another Non-Loan Party Subsidiary or into a Loan Party, so long as in any merger or consolidation involving any Loan Party, such Loan Party shall be the surviving or continuing entity, (iii) a Loan Party or a wholly-owned Subsidiary of a Loan Party may make a Permitted Acquisition, (iv) any Subsidiary of the Parent (other than a 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; (v) any restructuring, regardless of whether accomplished by liquidation, contribution, distribution, merger, amalgamation or any other technique, whereby the ownership of Subsidiaries of the Parent is changed, so long as each such Subsidiary that is a Subsidiary of the Parent prior to such restructuring remains, directly or indirectly, a Subsidiary of the Parent after such restructuring so long as in any restructuring involving the Borrower, the Borrower is the surviving entity; and (vi) any transaction, regardless of whether accomplished by liquidation, contribution, distribution, merger, amalgamation or any other technique, and including without limitation reincorporations, whereby the only substantive effect is that the Parent or any of its Subsidiaries changes its state of incorporation or formation, so long as the Borrower provides prompt written notice to the Administrative Agent of such change.
Liquidations, Mergers, Consolidations, Acquisitions. The Borrower shall not dissolve, liquidate or wind-up its affairs, and except as permitted pursuant to Section 8.2.4 [Loans and Investments], the Borrower shall not, and shall not permit any of its Subsidiaries to become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or equity interests of any other Person; provided that (i) any Subsidiary of the Borrower may merge or consolidate with or into any other Wholly-Owned Subsidiary of the Borrower, (ii) any Project Mining Subsidiary may merge or consolidate with or into its customers, (iii) any Subsidiary may merge or consolidate with or into any Person if such Subsidiary is the surviving entity and (iv) any Subsidiary of the Borrower may merge into the Borrower, provided, in each case, that no Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom.
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