Merger, Consolidation, Sale of Assets, Etc. (a) The Company will not and will not permit any Restricted Subsidiary to consolidate with or merge with any other Person unless immediately after giving effect to any consolidation or merger no Default or Event of Default would exist and:
Merger, Consolidation, Sale of Assets, Etc. (a) Merge or consolidate with any Person, or permit any of its Subsidiaries to merge or consolidate with any Person; provided, however, that any Subsidiary of the Borrower may be merged into the Borrower or another such Subsidiary, or may consolidate with another such Subsidiary, so long as (i) no other provision of this Agreement would be violated thereby, and (ii) the Borrower gives the Agent at least 30 days' prior written notice of such merger or consolidation.
Merger, Consolidation, Sale of Assets, Etc. (i) Merge or consolidate with any Person, or permit any of their Subsidiaries to merge or consolidate with, any Person; provided, however, that the Borrowers may merge and any Loan Party (other than the Borrowers) may be merged into a Borrower or a Guarantor or another such Subsidiary, or may consolidate with another such Subsidiary, so long as (A) no other provision of this Agreement would be violated thereby, (B) the Company gives the Agent at least 60 days' prior written notice of such merger or consolidation and (C) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transactions.
Merger, Consolidation, Sale of Assets, Etc. (i) Merge or consolidate with any Person, or permit any of their Subsidiaries, other than Paramount and its Subsidiaries and Subsidiaries of Alon Interests, to merge or consolidate with any Person (each a “Merger”), unless (A) no Change of Control will result from such Merger, (B) no Event of Default exists immediately prior to such Merger or will result therefrom, (C) in any Merger involving a Borrower, such Borrower shall be the surviving Person and the surviving Person shall expressly assume all Obligations of the Borrowers under this Agreement and the other Loan Documents pursuant to such agreements and other documents, each in form and substance reasonably satisfactory to the Agent, as the Agent may reasonably require, (D) the WC Collateral Agent’s security interest in all of the IDB Revolving Facility First Lien Collateral (as defined in the Intercreditor Agreement) shall remain a perfected first priority security, securing the Obligations, free and clear of all other Liens (other than Permitted Liens), and the Companies shall have taken all actions necessary or reasonably requested by the WC Collateral Agent to maintain or protect the WC Collateral Agent’s security interest, and (E) in the event that the aggregate net book value of the assets of such Person and its Consolidated Subsidiaries subject to and after giving effect to such Merger (whether in one transaction or a series of related transactional) exceeds $25,000,000, the Borrowers deliver to the Agent a certificate of a Responsible Officer of the Administrative Borrower, certifying that (I) immediately before and after giving effect to any such Merger, no Event of Default has occurred or is continuing or will result from any such Merger, (II) as of the last Fiscal Quarter for which financial statements were delivered pursuant to Section 7.01(a)(i), on a pro forma basis after giving effect to any such Merger as if it had occurred at the beginning of the most recent fiscal period of four Fiscal Quarters for which such financial statements were delivered, Alon USA and its Consolidated Subsidiaries would be in compliance with the covenants contained in Section 7.02(i) hereof, (III) no Change of Control shall occur as a result of and after giving effect to such Merger and (IV) as of the date of the last Borrowing Base Certificate delivered to the Agent pursuant to Section 7.01(a)(ix), on a pro forma basis after giving effect to such Merger as if it had occurred as of the date of such Borrowing Ba...
Merger, Consolidation, Sale of Assets, Etc. (a) Merge or consolidate with any Person, or permit any of its Subsidiaries or any Subsidiary of Parent to merge or consolidate with any Person (except that any Subsidiary of the Borrower may be merged with or into Borrower or any wholly-owned Subsidiary of Borrower, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any wholly-owned Subsidiary of Borrower); and
Merger, Consolidation, Sale of Assets, Etc. (i) merge or consolidate with any Person; or
Merger, Consolidation, Sale of Assets, Etc. The Company shall not, in any transaction or series of related transactions, consolidate with, or merge with or into, any other Person or permit any other Person to merge with or into the Company (other than a merger of a Restricted Subsidiary of the Company into the Company in which the Company is the continuing corporation), or sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of the Property and assets of the Company and its Restricted Subsidiaries taken as a whole to any other Person, unless:
Merger, Consolidation, Sale of Assets, Etc. The Company shall not, and shall not permit its subsidiaries (if any), to, together or alone, enter into any transaction of merger, consolidation or reorganization, or dissolve, wind up or liquidate, or convey, sell, lease, exchange, transfer or otherwise dispose of in a transaction or related series of transactions any of its respective property, business or assets having in the aggregate a fair market value of more than fifty percent (50%) of the book value of the Company's assets on a consolidated basis or permit any subsidiary of the Company whose property, business or assets satisfy the foregoing test to enter into any transaction of merger, consolidation or reorganization; provided, however, that notwithstanding the foregoing, (i) any subsidiary of the Company may be merged or consolidated with or into the Company or with or into any one or more wholly owned subsidiaries of the Company and (ii)( any subsidiary of the Company may sell, lease, exchange, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company or a wholly owned subsidiary of the Company. The provisions of this Section 6(c) are in addition to and are not limited by any of the terms of any other covenant contained herein.
Merger, Consolidation, Sale of Assets, Etc. Subject to Article XII and only from and after the CIT Termination Date, Subject to Article XII, and in connection with the Intercreditor Agreement, as amended of even date herewith, the Lender shall be entitled to all of the benefits and protections set forth in Section 9.04 of the CIT Agreement ("Merger, Consolidation, Sale of Assets, Etc.") in order of priority as set forth in the Intercreditor Agreement, and it is specifically understood that the Lender shall be entitled to all such benefits and protections upon . the termination or maturity of the CIT Agreement. Subject to the foregoing, and in connection therewith:
Merger, Consolidation, Sale of Assets, Etc. (a) Merge or consolidate with any Person, or permit any of its Subsidiaries to merge or consolidate with any Person.
