Mergers; Dissolution Clause Samples

Mergers; Dissolution. No Loan Party will (i) merge, migrate or consolidate or take any analogous corporate, limited partnership or exempted limited partnership action with or into any Person, unless a Loan Party, as applicable, is the surviving entity, (ii) permit any Managing Entity or any Qualified Borrower to merge or consolidate with or into any Person, unless such Managing Entity or such Qualified Borrower is the surviving entity. No Loan Party shall take any action to dissolve, terminate, merge or consolidate any Loan Party including, without limitation, any action to sell or dispose of all or substantially all of the property of any Loan Party, if the intention of such sale is to cause an effective merger, but for the avoidance of doubt, nothing in the foregoing shall in any way restrict the disposal of an Investment; or (iii) will carry out or permit any Loan Party to carry out any Delaware Division.

Mergers; Dissolution. No Fund Party will merge or consolidate with or into any Person, unless such Fund Party is the surviving entity, nor shall any Managing Entity merge or consolidate with or into any Person that is not a direct or indirect Subsidiary of ▇▇▇▇▇▇▇ ▇▇▇▇▇, unless such Managing Entity is the surviving entity; provided, however, that if any such merger involves two or more Fund Parties and/or any Managing Entity, such merger shall not be consummated without prior confirmation from the Administrative Agent that its Liens in the Collateral, after giving effect to such merger, have been preserved, or receipt by the Administrative Agent of documentation it reasonably requires to so preserve such Liens. Neither any Fund Party nor any Managing Entity will take any action to dissolve, terminate, wind up, liquidate, merge or consolidate such Fund Party or such Managing Entity, including any action to sell or dispose of in a single transaction or series of related transactions all or substantially all of the property of such Fund Party or such Managing Entity.

Mergers; Dissolution. Merge or consolidate with or into any Person; or dissolve or agree to its dissolution.

Mergers; Dissolution. No Fund Borrower will merge, consolidate or divide with or into any Person, unless a Fund Borrower is the surviving entity, provided however, that if any such merger involves two or more Fund Borrowers or a Fund Borrower, such merger shall not be consummated without prior confirmation from Administrative Agent that its Liens in the Collateral, after giving effect to such merger, have been preserved, or receipt by Administrative Agent of documentation it reasonably requires to so preserve such Liens. No Fund Borrower will take any action to dissolve, wind-up or terminate such Fund Borrower, including, without limitation, any action to sell or dispose of all or substantially all of the property of such Fund Borrower, unless (a) to the extent such Borrower Party is a Borrower Party, such Borrower Party is no longer a Borrower Party hereunder, (b) such termination or dissolution shall not cause or permit the cancellation, excuse or reduction of the Unfunded Commitment or Capital Commitment of any Investors, and (c) such termination, winding-up or dissolution shall not adversely affect the ability of the rest of the Borrower Parties to perform their Obligations under this Credit Agreement or any of the other Loan Documents; provided, that a sale of any Portfolio Companies shall not be deemed a violation of this Section 10.02.

Mergers; Dissolution. Fund will not merge or consolidate with or into any Person (unless Fund is the surviving entity), or dissolve or terminate.

Mergers; Dissolution. No Borrower will merge or consolidate with or into any Person, unless such Borrower is the surviving entity; provided, however, no Borrower shall merge or consolidate with any other Borrower hereunder unless, prior to the effectiveness of any such merger or consolidation, such Borrower enter into such Loan Documents, or amendments to Loan Documents, as may be reasonably requested by the Administrative Agent. The Borrower shall not take any action to dissolve, liquidate, wind up, terminate, merge or consolidate the Borrower, including, without limitation, any action to sell or dispose of all or substantially all of the property of the Borrower. None of the Borrower, Administrator or Adviser will take any action to liquidate, dissolve or terminate the Borrower, including, without limitation, any action to sell or dispose of all or substantially all of the property of Borrower. No Borrower will effectuate a Delaware Division.

Mergers; Dissolution. Borrower shall not, and shall not exercise its voting rights under Acquisition SPV’s Organizational Documents to permit Acquisition SPV to, merge or consolidate with or into any Person or liquidate, dissolve or terminate its existence.

Mergers; Dissolution. No Borrower Party will merge or consolidate with or into any Person, unless such Borrower Party is the surviving entity, nor shall Adviser merge or consolidate with or into any Person, unless Adviser is the surviving entity or the Borrower has delivered to the Administrative Agent an opinion of counsel acceptable to the Administrative Agent, stating that any such consolidation or merger and any supplemental agreement executed in connection therewith is legal, valid and binding with respect to the Adviser and that the security interest granted by the Adviser hereunder remains unaffected and perfected and setting forth such other matters as the Administrative Agent may reasonably request, provided however, that if any such merger involves two or more Borrower Parties or a Borrower Party and Adviser, such merger shall not be consummated without prior confirmation from Administrative Agent that its Liens in the Collateral, after giving effect to such merger, have been preserved, or receipt by Administrative Agent of documentation it reasonably requires to so preserve such Liens. Neither any Borrower Party nor Adviser will take any action to dissolve or terminate such Borrower Party or Adviser, including, without limitation, any action to sell or dispose of all or substantially all of the property of such Borrower Party or Adviser.

Mergers; Dissolution. (a) Borrower shall not (i) enter into any merger or consolidation or (ii) liquidate, wind up or dissolve (or suffer any liquidation, winding up or dissolution), terminate, or discontinue its business. (b) Borrower shall not amend or waive (or cause or permit to be amended or waived) any instruction to pay Capital Contributions to the applicable Collateral Account without the prior written consent of the Administrative Agent. (c) Except as set forth in Section 5.10 hereof, Borrower shall not amend or waive (or cause or permit to be amended or waived) any provision of any Subscription Agreement or any Organizational Document of Borrower in any manner as a consequence of which amendment or waiver the Unfunded Capital Commitment of any Investor or the obligation of any Investor to fund the same pursuant to Capital Calls is cancelled, released, terminated, reduced, compromised, postponed or otherwise modified in any respect that in the opinion of the Administrative Agent would have a material adverse effect on the rights or benefits of Lenders or Letter of Credit Issuer in respect of any Unused Capital Commitments or other Collateral without the prior written consent of the Administrative Agent. (d) Borrower will deliver a written notice to the Administrative Agent setting forth the specific details of any proposed amendment and/or waiver referred to in paragraph (b) or (c) of this Section 5.1 at least ten (10) days (or such lesser period as may be acceptable to the Administrative Agent, in its sole discretion) prior to its proposed effective date.