Merger, Consolidation, Acquisition and Sale of Assets. (a) Enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or stock of any Person or permit any other Person to consolidate with or merge with it.
Merger, Consolidation, Acquisition and Sale of Assets. (a) Enter into any merger, consolidation or other reorganization with or into any other Person, permit any other Person to consolidate with or merge with it, acquire all or a substantial portion of the assets or Equity Interests of any Person or of any division or line of business of any Person, or consummate an LLC Division, except that: (i) any Loan Party may merge, consolidate or reorganize with another Loan Party or a Subsidiary of a Loan Party or acquire the assets or Equity Interests of another Loan Party or a Subsidiary of a Loan Party so long as (A) in each case, Borrowing Agent shall provide Agent with notice of such merger, consolidation, reorganization or acquisition, including copies of all of the material agreements, documents and instruments related to such merger, consolidation, reorganization or acquisition, within ten (10) Business Days prior to the intended date for the consummation thereof, (B) in connection with any merger, consolidation or reorganization to which Parent is a party, Parent must be the surviving entity of such merger, consolidation or reorganization and no Change of Control shall occur as a result of and no violation of Section 7.9(b) hereof shall exist after giving effect to such transaction, (C) in connection with any merger, consolidation or reorganization to which a Loan Party a party, the surviving entity of such merger, consolidation or reorganization must be, or concurrently with the consummation of such merger, consolidation or reorganization become, a Loan Party, (D) no Event of Default or Default shall occur under any other provision hereof or of any Other Document as a result of or after giving effect to such transaction, and (E) promptly following the consummation thereof, Loan Parties shall deliver to Agent copies (with evidence of filing) of any public filings or notices made in connection with or to effect such consummation, (ii) any Non-Loan Party may merge, consolidate or reorganize with another Non-Loan Party or acquire the assets or Equity Interests of another Non-Loan Party so long as (A) Loan Parties shall deliver to Agent true, correct and complete copies of all of the relevant agreement, documents and instruments evidencing such merger, consolidation or reorganization (including copies (with evidence of filing) of any public filings or notices made in connection with or to effect such transaction) concurrently with the delivery of the monthly financial statements required to be delivered to Agent p...
Merger, Consolidation, Acquisition and Sale of Assets. (a) Each Borrower will not, and will not permit any of its Subsidiaries to, enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or Equity Interests of any Person or consummate an LLC Division or permit any other Person to consolidate with or merge with it, except (i) any Borrower may merge, consolidate or reorganize with another Borrower or acquire the assets or Equity Interest of another Borrower so long as such Borrower provides Agent with ten (10) days prior written notice of such merger, consolidation or reorganization and delivers all of the relevant documents evidencing such merger, consolidation or reorganization, (ii) any Guarantor may merge, consolidate or reorganize with another Guarantor or acquire the assets or Equity Interest of another Guarantor so long as such Guarantors provides Agent with ten (10) days prior written notice of such merger, consolidation or reorganization and delivers all of the relevant documents evidencing such merger, consolidation or reorganization (iii) any non-Loan Party may merge, consolidate or reorganize with any Borrower; provided that such Borrower (x) is the surviving entity of such merger, consolidation or reorganization and (y) provides Agent with ten (10) days prior written notice of such merger, consolidation or reorganization and delivers all of the relevant documents evidencing such merger, consolidation or reorganization, (iv) any non-Loan Party may merge, consolidate or reorganize with any other non-Loan Party and (v) any Permitted Acquisition.
Merger, Consolidation, Acquisition and Sale of Assets. (a) Enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or Equity Interests of any Person or permit any other Person to consolidate with or merge with it, except (i) any Restricted Subsidiary (including a Borrower) may merge or be consolidated into a Borrower, (ii) any Guarantor (other than Parent Guarantor) or Inactive Subsidiary may merge or be consolidated into any other Guarantor or any Borrower (provided that, in the case of a Guarantor or Inactive Subsidiary merging or consolidating into any Borrower, such Borrower shall be the continuing or surviving Person) and (iii) any Permitted Acquisition.
Merger, Consolidation, Acquisition and Sale of Assets. (a) In one or a series of transactions, enter into any merger, amalgamation, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or stock of any Person or permit any other Person to consolidate with or merge with it;
Merger, Consolidation, Acquisition and Sale of Assets. (a) Other than in connection with a Permitted Acquisition or otherwise permitted by the terms of this Agreement, (i) enter into any merger, amalgamation, consolidation or other reorganization with or into any Person, (ii) acquire all or a substantial portion of the assets or Equity Interests of any Person (other than the Closing Date Permitted Stock Repurchase), (iii) consummate an LLC Division or (iv) permit any other Person to consolidate, amalgamate with or merge with it, in each case, except any Loan Party may merge, amalgamate, consolidate or reorganize with another Loan Party or acquire the assets or Equity Interest of another Loan Party so long as such Loan Party provides Agent with ten (10) days’ prior written notice of such merger, amalgamation, consolidation or reorganization and delivers all of the relevant documents evidencing such merger, amalgamation, consolidation or reorganization; provided that in the event of any merger, amalgamation, consolidation or reorganization involving a Borrower and a Guarantor, such Borrower shall be the surviving entity.
Merger, Consolidation, Acquisition and Sale of Assets. (a) Without the prior written consent of Agent (not to be unreasonably withheld or delayed), enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or stock of any Person or permit any other Person to consolidate with or merge with it (except for purchases of Inventory of similar type to that used by Borrower in the ordinary course of its business).
Merger, Consolidation, Acquisition and Sale of Assets. (a) Enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or stock of any Person or permit any other Person to consolidate with or merge with it, except that (i) any Borrower may merge with a wholly-owned Subsidiary or another Borrower in a transaction in which a Borrower (or the Parent, if one of the merging parties is a Subsidiary) is the surviving corporation, and (ii) any Borrower may acquire all or a substantial portion of the assets, stock or other ownership interest of any Person if (1) the Person being acquired is engaged in, or the assets being acquired are used in, the same business as is permitted under Section 5.22 or another ------------ business reasonably related thereto, (2) at the time of and after giving effect to such acquisition, no Default or Event of Default would exist, (3) immediately prior to the consummation of such acquisition Borrowers shall have Undrawn Availability of at least $10,000,000 (determined without including the acquired assets in the calculation of the Formula Amount) and after giving effect to such acquisition, Borrowers shall have Undrawn Availability of at least $10,000,000 (determined without including the acquired assets in the calculation of the Formula Amount unless clauses (x), (y) and (z) below have been satisfied), (4) after giving effect to such transaction, Borrowers shall be in compliance, on a pro forma basis, with Section 6.5 (the Fixed Charge Coverage Ratio to be determined as if such acquisition had occurred on the first day of the first fiscal quarter of the immediately preceding four fiscal quarter period tested under such section and the Net Worth covenant to be determined as of the fiscal quarter end preceding the acquisition), (5) Agent has received a copy of the executed purchase agreement, (6) the terms of the transaction shall be reasonably satisfactory to Agent, (7) the purchase price of the acquisition(s) does not exceed $10,000,000 in the aggregate in any fiscal year and (8) the amount of liabilities assumed under each acquisition (excluding borrowings to effect the acquisition) is not greater than twice the amount of the cash purchase price of such acquisition. Under no circumstances shall any of the acquired assets be included in the calculation of the Formula Amount unless and until (x) Agent obtains a first priority perfected security interest in the assets comprising Collateral, (y) Agent has p...
Merger, Consolidation, Acquisition and Sale of Assets. (a)Enter into any merger, amalgamation, consolidation or other reorganization with or into any other Person, acquire all or a substantial portion of the assets or Equity Interests of any Person, permit any other Person to consolidate with or merge with it, or consummate an LLC Division, except that (i) a U.S. Loan Party may merge, consolidate or reorganize with another U.S. Loan Party or acquire the assets or Equity Interest of another U.S. Loan Party so long as (A) such U.S. Loan Party shall provide Agent with ten (10) days prior written notice of such merger, consolidation or reorganization, (B) in connection with any merger, consolidation or reorganization to which a Borrower is a party, such Borrower is the surviving entity of such merger, consolidation or reorganization, (ii) a Canadian Loan Party (excluding any Canadian Loan Party that may become a Borrower) may merge, amalgamate, consolidate or reorganize with another Canadian Loan Party or acquire the assets or Equity Interest of another Canadian Loan Party so long as such Canadian Loan Party shall provide Agent with ten (10) days prior written notice of such merger, amalgamation, consolidation or reorganization, and (iii) any Subsidiary that is not a Loan Party may transfer all or substantially all of its assets to a Loan Party and (iv) in the case of any of the foregoing, such Loan Party shall deliver to Agent all of the relevant agreements, documents and instruments evidencing such merger, amalgamation, consolidation or reorganization.
Merger, Consolidation, Acquisition and Sale of Assets. (a) Enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or stock of any Person or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution) or permit any other Person to consolidate with or merge with it other than a merger or consolidation of a Subsidiary of any Loan Party into such Loan Party; provided, however that any Subsidiary of any Loan party may merge with and into any other Subsidiary of any Loan party which is also a Loan Party.
