Merger, Consolidation, Disposition of Assets, Etc. (a) The ------------------------------------------------- Borrower shall not merge into or consolidate with any Person or permit any Person to merge into it, and shall not permit any of its Subsidiaries to do any of the foregoing.
Merger, Consolidation, Disposition of Assets, Etc. The Company shall not consolidate with or merge with any other Person, liquidate, wind-up or dissolve itself, or convey, dispose, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person, outside the ordinary course of its business, unless: (a) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, disposition, transfer or lease all or substantially all of the assets of the Company as an entirety, as the case may be, shall be a solvent corporation organized and existing under the laws of the United States or any State thereof (including the District of Columbia), and, if the Company is not such corporation, (i) such corporation shall have executed and delivered to each holder of any Note its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and each Note and (ii) shall have caused to be delivered to the Required Holders an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments 16
Merger, Consolidation, Disposition of Assets, Etc become a party to or agree to or effect any disposition of assets (including without limitation any disposition of any right to use any portion of any wavelength covered by any FCC License or any right to provide PCS services to any POPs in any geographic area within any Permitted BTA), other than:
Merger, Consolidation, Disposition of Assets, Etc. (a) Grand Parent and the Borrower shall not, and shall not permit any other Omnipoint Entity to, be a party to any merger or consolidation, unless (i) the surviving entity is a United States corporation controlled directly or indirectly by Grand Parent, (ii) no Default is in existence or would arise immediately after giving effect to such merger or consolidation, (iii) with respect to any merger or consolida tion of any Omnipoint Loan Party, the surviving entity executes and delivers an assignment and assumption agreement (covering all obligations under the Loan Documents) satisfactory to the Administrative Agent and the Required Secured Creditors and (iv) immediately after giving effect to such transaction, on a pro forma basis, the consolidated net worth of the Person formed by or surviving any such consolidation or merger, or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made, will be at least equal to the consolidated net worth of the Omnipoint Entity prior to such transaction; provided that any Omnipoint Entity (other than an Omnipoint Loan Party) may consolidate with, merge into, sell, convey, transfer, lease or otherwise dispose of all or part of its Property to another Omnipoint Entity (other than an Omnipoint Loan Party).
Merger, Consolidation, Disposition of Assets, Etc. The Company shall not consolidate with or merge with any other Person, liquidate, wind-up or dissolve itself, or convey, dispose, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person, outside the ordinary course of its business, unless:
Merger, Consolidation, Disposition of Assets, Etc. (a) The Borrower shall not merge into or consolidate with any Person or permit any Person to merge into it, and shall not permit any of its Subsidiaries to do any of the foregoing. The Borrower shall not, and shall not permit any Subsidiary to, become a party to or agree to or effect any disposition of assets (including without limitation any disposition of any right to use any portion of any wavelength covered by any FCC License or any right to provide PCS services to any POPs in any geographic area within any Designated BTA), other than:
Merger, Consolidation, Disposition of Assets, Etc. (a) Grand Parent and the Borrower shall not, and shall not permit any other Omnipoint Entity to, be a party to any merger or consolidation, unless (i) the surviving entity is a United States corporation controlled directly or indirectly by Grand Parent, (ii) no Default is in existence or would arise immediately after giving effect to such merger or consolidation, (iii) with respect to any merger or consolida tion of any Omnipoint Loan Party, the surviving entity executes and delivers an assignment and assumption agreement (covering all obligations under the Loan --------------------------------------------------------------------------- * CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC Documents) satisfactory to the Administrative Agent and the Required Secured Creditors and (iv) immediately after giving effect to such transaction, on a pro forma basis, the consolidated net worth of the Person formed by or surviving any such consolidation or merger, or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made, will be at least equal to the consolidated net worth of the Omnipoint Entity prior to such transaction; provided that any Omnipoint Entity (other than an Omnipoint Loan Party) may consolidate with, merge into, sell, convey, transfer, lease or otherwise dispose of all or part of its Property to another Omnipoint Entity (other than an Omnipoint Loan Party).
Merger, Consolidation, Disposition of Assets, Etc. Without the Bank's prior written consent: sell, lease or otherwise dispose of any of its assets or properties except inventory and/or equipment in the ordinary course of business; amend or permit the amendment of its partnership agreement or certificate of limited partnership or charter or bylaws in any way that could have a material adverse effect upon its business or the Bank's rights under any Obligation or alter the relative voting rights of the Class A and Class B Common Stock of the Corporation (whether for the Board of Directors or otherwise); dissolve, liquidate, merge or consolidate into or with any other person or entity; form (by spin-off or otherwise) any Subsidiary unless no Default then exists or would result therefrom and such Subsidiary , if a Material Subsidiary, executes and delivers in favor of the Bank an unlimited guaranty, in form satisfactory to the Bank, guaranteeing all existing and future obligations of the Borrowers to the Bank; or change its fiscal year.
Merger, Consolidation, Disposition of Assets, Etc. Without the Bank's prior written consent: (a) sell, lease or otherwise dispose of any of its assets or properties except inventory and/or equipment in the ordinary course of business; (b) amend or permit the amendment of its Organizational Documents in any way that could have a material adverse effect upon its business or the Bank's rights under any Obligation or alter the relative voting rights of the Class A and Class B Common Stock of the Holding Company (whether for the Board of Directors or otherwise); (c) dissolve, liquidate, merge or consolidate into or with any other person or entity; (d) form (by spin-off or otherwise) any Subsidiary unless (i) no Default then exists or would result therefrom, (ii) at least ten days prior notice thereof shall have been provided to the Bank by delivery of a properly completed Notice of New Subsidiary in the form of EXHIBIT 6.4 and (iii) such Subsidiary, if a Material Subsidiary, shall have executed and delivered in favor of the Bank an unlimited guaranty, in form satisfactory to the Bank, guaranteeing all existing and future obligations of the Borrowers to the Bank; or (e) change its fiscal year.
Merger, Consolidation, Disposition of Assets, Etc. (a) The ------------------------------------------------- Borrower shall not be a party to any merger or consolidation, shall not have any Investment in any Subsidiary or agree to or effect any asset acquisition or Stock acquisition (including any acquisition of any License) (other than the acquisition of assets in the ordinary course of business consistent with sound and prudent practices) and shall not issue any additional capital Stock (whether or not such issuance would otherwise be permitted hereunder).
