Merger, Purchase and Sale. The Borrower shall not:
Merger, Purchase and Sale. Except in connection with a Permitted Transaction, no Loan Party will, nor permit any of its Restricted Subsidiaries to, in a single transaction or series of related transactions, consolidate or merge with or into any Person, or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any of its Restricted Subsidiaries to sell, assign, transfer, convey or otherwise dispose of) all, or substantially all, of the assets of such Loan Party and its Restricted Subsidiaries (determined on a consolidated basis for such Loan Party and its Restricted Subsidiaries), whether as an entirety or substantially as an entirety, to any Person unless: (a) such Loan Party or a Restricted Subsidiary, if such Loan Party has been consolidated or merged with or into such Restricted Subsidiary, shall be the surviving or continuing corporation (the “Surviving Entity”); (b) immediately after giving effect to such transaction (i) no Unmatured Event of Default or Event of Default shall have occurred or be continuing, (ii) at least eighty-five percent (85%) of the consolidated assets of the Surviving Entity and its Restricted Subsidiaries shall be held in connection with Permitted Businesses, and (iii) the Loan Parties shall be in pro forma compliance with the covenant set forth in Section 10.18; and (c) the Administrative Agent shall receive for the Lenders such documents and legal opinions, including, without limitation, “know your customer” documents and legal opinions as to the consummation and legal effect of the merger, as the Administrative Agent may reasonably request. Upon any consolidation, combination or merger or any transfer of all or substantially all of a Loan Party’s assets to a Restricted Subsidiary in accordance with the foregoing, in which such Loan Party is not the Surviving Entity, such Restricted Subsidiary as the Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of such Loan Party under this Agreement with the same effect as if the Surviving Entity had been named as such. 10.12 [Reserved].
Merger, Purchase and Sale. Except with respect to any ------------------------- Permitted Acquisition, not, and not permit any Subsidiary to:
Merger, Purchase and Sale. Not, and not permit any Subsidiary to, be a party to any merger or consolidation; not, and not permit any Subsidiary to, in any one fiscal year, sell, transfer, convey, lease or otherwise dispose of assets of the Company and its Subsidiaries which exceed in the aggregate, for the Company and its Subsidiaries taken as a whole, five percent (5%) of the Value of the Company's consolidated total assets determined as of the end of the immediately preceding fiscal year, or purchase or otherwise acquire all or substantially all the assets of any Person. Notwithstanding the foregoing:
Merger, Purchase and Sale. The Fund shall not:
Merger, Purchase and Sale. Not, and not permit any Subsidiary to: (a) be a party to any merger, liquidation or consolidation, provided that any Subsidiary may merge with and into, or liquidate into, any Borrower or another Subsidiary; (b) except in the normal course of its business or as otherwise permitted herein (including Sections 3.4(a) and 5.16(e)) or in any Related Agreement, sell, transfer, convey, lease or otherwise dispose of any of its assets (provided, however, that Borrower may sell the real and personal property and other assets at or comprising the operations of any business location listed on Schedule 4.12 if the following two conditions are met: (i) Borrower receives Lender's prior written consent to such sale, and (ii) such sale is made at fair market value to a Person other than a Related Party); (c) sell or assign, with or without recourse, any Accounts Receivable, Contract Rights, notes receivable or chattel paper, except as otherwise expressly permitted in this Agreement or any Related Agreement; or (d) purchase or otherwise acquire all or substantially all the assets of any Person (unless and to the extent that such assets constitute no more than two (2) restaurant locations in any Fiscal Year; it being understood and agreed that the addition of new restaurant locations solely through the assumption or incurrence of lease obligations shall not be deemed to be a purchase for purposes of this clause (d)).
Merger, Purchase and Sale. Not, and not permit any Subsidiary to: (a) be a party to any merger, liquidation or consolidation; (b) except for sales or leases of Inventory in the normal course of business, and except for sale of Equipment permitted under Section 3.4(b) or the sale of its delivery vans, sell, transfer, convey, lease or otherwise dispose of any of its assets; (c) sell or assign, with or without recourse, any Accounts Receivable, Contract Rights, notes receivable or chattel paper, except as provided in this Agreement; or (d) purchase or otherwise acquire all or a part of the assets or business of any Person outside the ordinary course of business except the acquisition of substantially all of the assets or equity interests in any Person that is in substantially the same line of business as Borrower; provided, that (i) the aggregate consideration for all such acquisitions (including, without limitation, cash purchase price, liabilities assumed, deferred or financed purchase price and purchase price characterized as consulting agreements, non-competition payments and the like) since July 15, 1998 does not exceed Three Million Dollars ($3,000,000), (ii) after giving effect to such proposed acquisition, Borrower is in compliance with all covenants and representations and warranties contained in this Agreement, (iii) no Default or Event of Default has occurred and is continuing, (iv) Borrower gives the Lender at least ten (10) Business Days prior written notice of any such acquisition, (v) the Board of Directors and/or owners of the entity whose business is proposed to be acquired by Borrower has approved the proposed transaction; (vi) after giving effect to the proposed acquisition, the ratio of Funded Debt to consolidated earnings of Borrower before interest expense and provision for Taxes (for the most recently ended twelve (12) month period) is less than 2:25:1.0, and (vii) Borrower takes such actions as Lender shall request to grant and perfect a security interest in the assets acquired in favor of Lender to secure the Liabilities.
Merger, Purchase and Sale. Not, and not permit any Designated Subsidiary to: (a) be a party to any merger, liquidation, amalgamation or consolidation, except with or into another Company; (b) except for sales of Inventory in the normal course of its business and as permitted otherwise in this Agreement, sell, transfer, convey, lease or otherwise dispose of its assets, including without limitation any Accounts Receivable, Contract Rights, notes receivable or chattel paper; provided, however, that (i) if no Event of Default has occurred and is continuing or would be caused thereby, (ii) to the extent permitted by the terms of the PAAC Senior Secured Note Indenture, as amended through the Closing Date, and (iii) after such transaction, the Interest Coverage Sale Threshold has been met, any or all of the assets of or capital stock in any Company may be sold, transferred, conveyed, leased or otherwise disposed of, on such terms as such Company determines to be commercially reasonable, in each case as long as the cash proceeds (net of taxes, expenses of sale and repayment of any Indebtedness secured thereby) of any of the foregoing transactions are applied to (A) repay the Liabilities, (B) repay Indebtedness in respect of the Senior Secured Notes and the Term Loans, in accordance with their respective terms, or (C) purchase replacement assets, all as provided in the PAAC Senior Secured Note Indenture, as amended through the Closing Date, and, if the assets sold, transferred, conveyed, leased or otherwise disposed of include Eligible Accounts or Eligible Inventory, Liabilities in an amount equal to the Borrowing Base generated by such assets are immediately repaid in full out of the proceeds of such transaction; or (c) purchase or otherwise acquire all or substantially all of the assets of any Person, except, if no Event of Default has occurred and is continuing or would be caused thereby, (i) the purchase of the assets of or capital stock in any Designated Subsidiary by either Borrower or another Designated Subsidiary and (ii) any such purchase or acquisition by either Borrower or any Designated Subsidiary, so long as (A) such purchase or acquisition does not create Indebtedness or Liens not otherwise permitted by this Agreement, (B) such purchase or acquisition is permitted by the terms of the PAAC Senior Secured Note Indenture, as amended through the Closing Date, and (C) total consideration (including cash purchase price, liabilities assumed by any Company and deferred purchase price a...
Merger, Purchase and Sale. No Trust or Fund shall:
Merger, Purchase and Sale. Not, and not permit any Guarantor to, be a party to any merger or consolidation; not, and not permit any Guarantor to, in any one fiscal year, sell, transfer, convey, lease or otherwise dispose of assets of NPCI and its Subsidiaries which exceed in the aggregate, for NPCI and its Subsidiaries taken as a whole, five percent (5%) of the Value of NPCI's consolidated total assets determined as of the end of the immediately preceding fiscal year, or purchase or otherwise acquire all or substantially all the assets of any Person. Notwithstanding the foregoing: (a) subject to the next to last sentence of this Section 12.10 and the prior delivery to the Administrative Agent of a certificate in the form of Exhibit M giving effect thereto, the Company or any Subsidiary thereof may acquire any other franchisee of Pizza Hut, Inc. or Romacorp, Inc.; (b) any wholly-owned Subsidiary of NPCI (other than the Company) may merge into NPCI or into or with any other wholly- owned Subsidiary of NPCI; (c) any wholly-owned Subsidiary of NPCI (other than the Company) may be consolidated with any other wholly-owned Subsidiary thereof so long as immediately thereafter 100% of the voting stock or other ownership interest of the resulting Person is owned by NPCI or another wholly-owned Subsidiary of NPCI; (d) any Guarantor may sell, transfer, convey, lease or assign any assets to the Company or to any other Guarantor, and the Company may sell, transfer, convey, lease or assign any assets to any Guarantor (provided that the Company may not sell, transfer, convey, lease or assign any franchises); and (e) the Company may sell and leaseback up to $40,000,000 annually in properties re-imaged within the preceding 24 months; provided, however, that the Company may not at any time reduce the number of properties owned in fee simple to less than 100; provided, in each of the cases described in the preceding clauses, that immediately thereafter and after giving effect thereto, no Event of Default or Unmatured Event of Default shall have occurred and be continuing. Neither NPCI nor any Subsidiary shall use in excess of $50,000,000 of borrowings hereunder for any single acquisition of, or Investment in, any Person or Persons or the assets of any Person or Persons without the prior written consent of the Majority Banks. No other provision in this Agreement (including, without limitation, any provision in this Agreement relating to restricted investments or transactions with affiliates) shall prohi...
