Mergers, Consolidations, Sales. In the case of any consolidation or merger of the Company with another entity (regardless of whether the Company is the surviving entity), or the sale of all or substantially all of its assets to another entity, or any reorganization or reclassification of the Common Stock or other equity securities of the Company, then, as a condition of such consolidation, merger, sale, reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore purchasable hereunder, such shares of stock, securities or assets (including, without limitation, cash), if any, as may (by virtue of such consolidation, merger, sale, reorganization or reclassification) be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore so purchasable hereunder had such consolidation, merger, sale, reorganization or reclassification not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon exercise of this Warrant. The Company shall not effect any such consolidation, merger or sale unless (a) the Company provides the holder hereof with not less than 10 days prior written notice of such consolidation, merger or sale (provided that the failure to give such notice shall not affect the validity of such corporate event), and (b) prior to the consummation thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes, by written instrument, the obligation to deliver to each such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to acquire.
Mergers, Consolidations, Sales. Not, and not permit any other Loan Party to, (a) be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any Capital Securities of any class of, or any partnership or joint venture interest in, any other Person or all or substantially all of any business or division of any Person, (b) make any Asset Disposition, or (c) sell or assign with or without recourse any receivables (except in connection with the departure of a consultant), except for (i) any such merger, consolidation, sale, transfer, conveyance, lease or assignment of or by any Wholly-Owned Subsidiary into the Company or into any other domestic Wholly-Owned Subsidiary, (ii) any such purchase or other acquisition by the Company or any domestic Wholly-Owned Subsidiary of the assets or Capital Securities of any Wholly-Owned Subsidiary, (iii) the Disposition of any asset which is to be replaced, and is in fact replaced, within 30 days with another asset performing the same or a similar function, (iv) the release by any Loan Party of a departing employee from a non-compete agreement in exchange for a payment from such employee’s new employer, (v) Asset Dispositions (including mergers and consolidations which effect Asset Dispositions) for at least fair market value (as determined by the Board of Directors of the Company) so long as (x) the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed 10% of the net book value of the consolidated assets of the Loan Parties as of the last day of the preceding Fiscal Year, and (y) the revenues generated by such assets do not exceed 10% of Parent’s consolidated revenues as of the prior Fiscal Year, and (vi) any Acquisition (including any merger or consolidation which effects an Acquisition) by the Company or any Wholly-Owned Subsidiary where:
Mergers, Consolidations, Sales. In the case of any consolidation or merger of the Partnership with another entity, or the sale of all or substantially all of its assets to another entity, or any reorganization or reclassification or liquidation of the common interests or other common equity securities of the Partnership (including, without limitation, any change in the Partnership’s form of organization from a partnership to a corporation), then, at the reasonable discretion of the Committee, but subject to the Partnership Agreement, provision shall be made whereby the Holder shall thereafter have the right to receive upon exercise of this Option (in accordance with and subject to the terms and conditions specified herein) and in lieu of the Class A Common Units hereinbefore described immediately theretofore purchasable hereunder, solely such interests, shares of stock, securities or assets (including cash) as would (by virtue of such consolidation, merger, sale, reorganization, reclassification or liquidation) have been issued or payable with respect to or in exchange for such Class A Common Units had such consolidation, merger, sale, reorganization, reclassification or liquidation taken place immediately following exercise hereof, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof shall thereafter be applicable, as nearly as may be, in relation to any interests, shares of stock, securities or assets thereafter deliverable upon exercise of this Option.
Mergers, Consolidations, Sales. (a) Neither the Borrower nor any Subsidiary shall be a party to any merger, consolidation or exchange of stock unless the Borrower shall be the surviving entity with respect to any such transaction to which the Borrower is a party and a Guarantor shall be the survivor of any merger with any Subsidiary which is not Guarantor or a Subsidiary shall be the surviving entity (and continue to be a Subsidiary) with respect to any such transactions to which one or more Subsidiaries is a party (and the conditions set forth below are satisfied), or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership, membership or joint venture or other interest in, any other Person except as otherwise provided in Section 8.3 or this Section 8.4. Notwithstanding the foregoing, the Borrower and its Subsidiaries may purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or joint venture or other interest in, any Person if the following conditions have been met: (i) the proposed transaction will not otherwise create a Default or an Event of Default hereunder; (ii) the business to be acquired predominantly involves (A) the collection, transfer, hauling, disposal or recycling of solid waste (excluding hazardous waste as that term is defined in RCRA) or thermal soil remediation, or (B) other lines of businesses currently engaged in by Old WMI, including (1) on-site portable sanitation services, (2) industrial cleaning services, (3) chemical waste treatment, storage, disposal and related services, (4) on-site integrated hazardous waste management services, including hazardous waste identification, packaging, removal, and recycling services, (5) radioactive waste management services, (6) development and operation of waste-to-energy facilities and related services, (7) the treatment and management of biosolids, (8) design and installation of air pollution control systems and equipment, or (9) environmental and infrastructure consulting and related services, provided that revenues from operations with respect to items (3), (4) and (5) shall not exceed ten percent (10%) of consolidated revenues without the consent of the Majority Banks; (iii) the business to be acquired operates predominantly (A) in North America or (B) outside North America, PROVIDED, that the aggregate amount of such acquisitions under this clause (B) does not exceed fifteen percent (15%) of Consolidated Tangible Assets; and ...
Mergers, Consolidations, Sales. Not, and not permit any other Loan Party to, be a party to any merger or consolidation, make any Acquisition, purchase or otherwise acquire any partnership or joint venture interest in any other Person (other than a Person that is, or becomes as the result of purchase or acquisition, a Subsidiary), or sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any receivables, except for:
Mergers, Consolidations, Sales. Not, and not permit any other MPW Company to, (a) be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any Capital Securities of any class of, or any partnership or joint venture interest in, any other Person, (b) sell, transfer, convey or lease all or any substantial part of its assets or Capital Securities (including the sale of Capital Securities of any Subsidiary) except for sales of inventory in the ordinary course of business, or (c) sell or assign with or without recourse any receivables, except for (i) any such merger, consolidation, sale, transfer, conveyance, lease or assignment of or by any Wholly-Owned Subsidiary into the Company or into any other domestic Wholly-Owned Subsidiary; (ii) any such purchase or other acquisition by the Company or any domestic Wholly-Owned Subsidiary of the assets or Capital Securities of any Wholly-Owned Subsidiary; (iii) sales and dispositions of assets (including the Capital Securities of Subsidiaries) for at least fair market value (as determined by the Board of Directors of the Company) so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed 10% of the net book value of the consolidated assets of the MPW Companies as of the last day of the preceding Fiscal Year.
Mergers, Consolidations, Sales. Not, and not permit any Subsidiary to, be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any membership or partnership or joint venture interest in, any other Person, or, except in the ordinary course of its business, sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any receivables, except for: (a) any such merger, consolidation, sale, transfer, conveyance, lease or assignment of or by any Domestic Subsidiary into the Company (provided, that in the case of any merger or consolidation, the Company is the survivor) or into, with or to any other Domestic Subsidiary; (b) any such purchase or other acquisition by the Company or any Domestic Subsidiary of the assets or stock of any Domestic Subsidiary; (c) any such merger, consolidation, sale, transfer, conveyance, lease or assignment of or by any Foreign Subsidiary into, with or to any other Foreign Subsidiary; (d) any such purchase or other acquisition by any Foreign Subsidiary of the assets or stock of any Foreign Subsidiary; (e) any Acquisition (other than a Foreign Acquisition) by the Company or any Domestic Subsidiary if (1) immediately before and after giving effect to such Acquisition, no Event of Default or Unmatured Event of Default shall exist, (2) immediately after giving effect to such Acquisition, the Company is in pro forma compliance with all the financial ratios and restrictions set forth in Section 9.6, (3) in the case of the Acquisition of any Person, the Board of Directors (or similar body) of such Person has approved such Acquisition and all requisite Manufacturers have consented to such Acquisition (provided that such Manufacturers need not have consented to such Acquisition at the time of consummation thereof if the Company or the Subsidiary making such Acquisition has an irrevocable option, on terms and conditions (including cash escrow) satisfactory to the Agent in its sole discretion, to put the Person acquired in such Acquisition back to the seller thereof for a price in cash at least equal to the total amount of cash consideration paid by the Company or such Subsidiary in such Acquisition (including purchase price, noncompetition payments, earnout payments, debt assumption and other similar consideration) within 180 days if such Manufacturers have not consented to such Acquisition, which option is otherwise unconditional...
Mergers, Consolidations, Sales. Not, and not permit any Subsidiary to, be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, or sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any receivables, except for (a) any such merger or consolidation, sale, transfer, conveyance, lease or assignment of or by any wholly-owned Subsidiary into the Company or into, with or to any other wholly-owned Subsidiary; (b) any such purchase or other acquisition by the Company or any wholly-owned Subsidiary of the assets or stock of any wholly-owned Subsidiary; (c) any such purchase or other acquisition by the Company or any wholly-owned Subsidiary of the assets or stock of any other Person where (1) such assets (in the case of an asset purchase) are for use, or such Person (in the case of a stock purchase) is engaged in the management, processing, collection, handling and disposal of non-hazardous bio-solid wastes, animal manures, and green or other organic waste or similar non-hazardous waste-related business activities; (2) immediately before or after giving effect to such purchase or acquisition, no Event of Default or Unmatured Event of Default shall have occurred and be continuing; (3) either (i) (x) the aggregate consideration to be paid by the Company and its Subsidiaries (including any Debt assumed or issued in connection therewith, the amount thereof to be calculated in accordance with GAAP) in connection with such purchase or other acquisition (or any series of related acquisitions) is not greater than $15,000,000 and (y) the aggregate consideration to be paid in cash or by the assumption or issuance of Debt by the Company and its Subsidiaries in connection with such purchase or acquisition (or any series of related acquisitions) is not greater than $7,000,000 or (ii) the Required Banks have consented to such purchase or acquisition; and (4) the Company is in pro forma compliance with all the financial ratios and restrictions set forth in Section 10.6; and (d) sales and dispositions of assets (including the stock of Subsidiaries) so long as (1) the net book value of all assets sold or otherwise disposed of in any Fiscal Year (other than assets referred to in clause (2)) does not exceed $500,000 and (2) such assets are listed on Schedule 10.11.
Mergers, Consolidations, Sales. Not, and not permit any Subsidiary to, be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, or, except in the ordinary course of its business, sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any receivables, except for (a) any such merger, consolidation, sale, transfer, conveyance, lease or assignment of or by any Wholly-Owned Subsidiary into the Company or into, with or to any other Wholly-Owned Subsidiary; (b) any such purchase or other acquisition by the Company or any Wholly-Owned Subsidiary of the assets or stock of any Wholly-Owned Subsidiary; (c) any Acquisition by the Company or any Wholly-Owned Subsidiary of a Gas Related Business where (1) the assets acquired (in the case of an asset purchase) are for use, or the Person acquired (in the case of any other Acquisition) is engaged, solely in the businesses permitted under Section 10.5(a); (2) immediately before and after giving effect to such Acquisition, no Event of Default or Unmatured Event of Default shall exist; (3) the aggregate consideration paid (or to be paid) by the Company and its Subsidiaries (including any Debt assumed or issued in connection therewith, the amount thereof to be calculated in accordance with GAAP) in connection with each Acquisition (or any series of related Acquisitions) shall not exceed $15,000,000, and shall not exceed $50,000,000 in total for all Acquisitions from the Closing Date until the Line of Credit Termination Date, provided, however, that the limitations on such consideration specified under this Section 10.11 shall increase to $25,000,000 and $100,000,000, respectively, upon the Company receiving senior unsecured debt ratings of BBB- and Baa3 or better from S&P and Xxxxx’x, respectively; (4) immediately after giving effect to such Acquisition, the Company is in pro forma compliance with all the financial ratios and restrictions set forth in Section 10.6; (5) in the case of the Acquisition of any Person, the Board of Directors of such Person has approved such Acquisition; and (6) the Company has delivered to Agent and the Banks, as soon as possible, but no later than Five Business Days prior to the consummation of the Acquisition, copies of the proposed draft acquisition documents, the lien searches, the acquisition summary, pro forma...
Mergers, Consolidations, Sales. Not, and not permit any Subsidiary of the Parent to, (a) be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any Capital Securities of any class of, or any partnership or joint venture interest in, any other Person (or otherwise engage in any Acquisition), or (b) sell, transfer, convey, lease (except leases permitted under Section 11.2(f)) or otherwise dispose of all or any substantial part of its assets or Capital Securities (excluding the sale or issuance of the Capital Securities of the Parent as long such issuance does not result in a Change of Control or other Event of Default or Unmatured Event of Default, but including the sale or issuance of Capital Securities of any Subsidiary) except for sales of inventory in the ordinary course of business, the disposition of obsolete, uneconomic or worn-out equipment or the trade-in of equipment for equipment of equal or better value provided that such disposition or trade-in is in the ordinary course of business or the disposition or discount by any Japanese Subsidiary of a note (payable to it) in the ordinary course of business; except for (i) any such merger, consolidation, sale, transfer, conveyance, lease or assignment of or by any Wholly-Owned Subsidiary into the Parent or into any Domestic Subsidiary that is a Full Pledging Guarantor; (ii) any such purchase or other acquisition by the Parent or any Domestic Subsidiary that is a Full Pledging Guarantor of the assets or Capital Securities of any Wholly-Owned Subsidiary and all such transferred assets are pledged under the Guaranty and Collateral Agreement for the Obligations of such Full Pledging Guarantor; (iii) the Parent or its Subsidiaries may sell or discount, in each case without recourse and in the ordinary course of business, overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof and not as part of any financing transaction; (iv) the Post-Closing Structural Steps may be consummated; (v) as long as no Event of Default or Unmatured Event of Default then exists or will arise therefrom, the stock or assets of Oxy-Dry Foods Blends, Inc. may be sold in an arms-length transaction provided, that the Net Cash Proceeds of such sale are applied pursuant to Section 6.2.2(a)(i) (and the $500,000 “deductible” provided for in Section 6.2.2(a)(i) shall not apply (i.e., the full amount of the Net Cash Proceeds shall be ...
