Mergers, Subsidiaries, Etc. No Credit Party shall directly or indirectly, by operation of law or otherwise, (a) form or acquire any Subsidiary, or (b) merge with, consolidate with, acquire all or substantially all of the assets or Stock of, or otherwise combine with or acquire, any Person.
Mergers, Subsidiaries, Etc. The Borrower shall not directly or indirectly, by operation of law or otherwise, (i) form or acquire any Subsidiary, or (ii) merge with, consolidate with, acquire all or substantially all of the assets or capital Stock of, or otherwise combine with or acquire, any Person.
Mergers, Subsidiaries, Etc. No Loan Party shall, directly or indirectly, by operation of law or otherwise, merge, consolidate or otherwise combine with any Person or acquire or hold all or substantially all of the assets or capital stock of any Person or form, acquire or hold any Subsidiary, except that (a) Borrower may hold any portion of the stock of DSG Holdings and/or all of the Stock of DAMC and so long as no Default has occurred and is continuing DAMC may merge with and into Borrower so long as Borrower is the surviving entity of such merger and (b) Borrower (so long as no Default has occurred and is continuing or would occur as a result of such merger) may merge with and into a wholly-owned Subsidiary of Borrower with such Subsidiary as the surviving corporation; provided that (i) such Subsidiary is a Delaware corporation which is organized immediately prior to such merger and prior to such merger does not engage in any business, transactions or other activities or incur or assume any obligations or liabilities (except in connection with its organization), (ii) the sole purpose and result of such merger is Borrower or its successor in interest becoming a Delaware corporation, (iii) upon such merger, such Subsidiary by operation of law shall assume all Borrower's assets, rights, obligations, liabilities and duties and such Subsidiary shall be the Borrower for all purposes hereof and the other Loan Documents and shall assume pursuant to documentation satisfactory to Agent all the Obligations, (iv) the certificate of incorporation and by-laws of such surviving Person shall be identical to Borrower's before giving effect to such merger except for such changes thereto required by Delaware corporate law, provided that in any event the provisions of such certificate of incorporation and by-laws relating to the Stock of such surviving Person shall be identical to Borrower's before giving effect to such merger, (v) such merger shall not violate any agreements, contracts, instruments, leases or other documents to which Borrower is a party or by which its property is bound, except any violation which has been disclosed to Agent and which Agent has determined in its discretion to be non material, (vi) the surviving Person of such merger shall be named Dick's Sporting Goods, Inc., (vii) in connection with any such merger, Agent shall have received an opinion in form and substance satisfactory to Agent from counsel satisfactory to Agent, and (viii) such merger shall otherwise be satisfactor...
Mergers, Subsidiaries, Etc. The Seller shall not directly or indirectly, by operation of law or otherwise, (i) form or acquire any Subsidiary, or (ii) merge with, consolidate with, acquire all or substantially all of the assets or capital Stock of, or otherwise combine with or acquire, any Person.
Mergers, Subsidiaries, Etc. No Credit Party shall directly or indirectly, by operation of law or otherwise, (a) form or acquire any Subsidiary, or (b) merge with, consolidate with, acquire all or substantially all of the assets or capital stock of, or otherwise combine with or acquire, any Person.
Mergers, Subsidiaries, Etc. No Credit Party shall directly or indirectly, by operation of law or otherwise, (a) form or acquire any Subsidiary other than the formation or acquisition of a Subsidiary that constitutes a Permitted Acquisition, or (b) merge with, consolidate with, or convey, transfer, lease or otherwise dispose of, or acquire all or substantially all of the assets or Stock of, or otherwise combine with or acquire, any Person, except upon not less than five (5) Business Days prior written notice to Agent, (A) any Subsidiary of the Borrower may merge with, or dissolve or liquidate into, the Borrower or a wholly-owned Subsidiary of the Borrower which is a Domestic Subsidiary, provided that the Borrower or such wholly-owned Subsidiary which is a Domestic Subsidiary shall be the continuing or surviving entity and all actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of Agent shall have been completed and (B) any Inactive Subsidiary may dissolve, liquidate or wind up its affairs. Notwithstanding the foregoing, Borrower (or Holdings, so long as contemporaneously therewith, all assets so acquired are transferred to Borrower), may acquire all or substantially all of the assets, which assets are located in the United States, or Stock of any Person organized under the laws of any State in the United States or the District of Columbia (the “Target”) (in each case, a “Permitted Acquisition”) subject to the satisfaction of each of the following conditions:
Mergers, Subsidiaries, Etc. No Sotheby Entity shall directly or indirectly, by operation of law or otherwise, (a) acquire, liquidate or dissolve any Subsidiary or (b) merge with, consolidate with, acquire all or substantially all of the assets or Stock of, or otherwise combine with or acquire, any Person, except that any Sotheby Entity may merge with another Sotheby Entity; provided, that (i) Borrower Representative shall be the survivor of any such merger to which it is a party, (ii) any Borrower shall be the survivor of any such merger with any Sotheby Entity that is not a Borrower and (iii) any Guarantor shall be the survivor of any such merger with any Sotheby Entity that is not a Credit Party; provided, further, that any Sotheby Entity may dissolve or liquidate any Subsidiary thereof that is not a Borrower.
Mergers, Subsidiaries, Etc. No Credit Party shall, by operation of law or otherwise, (a) form a new Subsidiary, unless otherwise permitted hereunder, or (b) merge or amalgamate with, consolidate with, acquire all or substantially all of the assets or Stock of, or otherwise combine with or acquire, any Person, except (i) any Borrower may merge, amalgamate or consolidate with, or acquire the assets or Stock of any other Borrower, (ii) any Subsidiary of Holdings that is not a Credit Party may merge, amalgamate or consolidate with, or acquire the assets or Stock of another Subsidiary of Holdings that is not a Credit Party, (iii) any Borrower may merge, amalgamate or consolidate with, or acquire the Stock or assets of any other Subsidiary of Holdings that is a Credit Party, (iv) any Credit Party that is not a Borrower may merge, amalgamate or consolidate with, or acquire the assets or Stock of any other Credit Party that is not a Borrower, and (v) for transactions otherwise permitted under Sections 6.2 or 6.8; provided, that in the case of clause (iii) above, the continuing or surviving Person, or the transferee, as the case may be, shall be a Borrower.
Mergers, Subsidiaries, Etc. No Credit Party shall directly or indirectly, by operation of law or otherwise, (a) form or acquire any Subsidiary, or (b) merge with, consolidate with, acquire all or substantially all of the assets or capital stock of, or otherwise combine with or acquire, any Person, except (i) Bermans may be merged with and into Borrower or another Loan Party, (ii) one or more Store Guarantors may be merged with any other Store Guarantor or any Loan Party so long as such Loan Party is the survivor in any merger involving a Loan Party; (iii) cash and financial assets may be transferred among the Loan Parties so long as no Event of Default has occurred and is continuing; (iv) the Stock or fixed assets, Trademarks and Trademark Licenses of Store Guarantors may be transferred to other Store Guarantors or to any Loan Party; (v) the Credit Parties may form new wholly-owned domestic Subsidiaries; provided that (x) the aggregate initial cash investment in each new domestic Subsidiary in the form of equity shall not exceed $300,000 and (y) the Credit Parties and each new domestic Subsidiary shall execute and deliver to Agent forms of the Loan Documents executed by or with respect to the Loan Parties as of the Closing Date; and (vi) the Credit Parties may form Joint Ventures to own, lease or operate one or more Stores in one or more domestic airports, as long as the investments therein are permitted pursuant to Section 6.2(vi).
Mergers, Subsidiaries, Etc. The Seller shall not directly or indirectly, by operation of law or otherwise, (i) form or acquire any Subsidiary, or (ii) merge with, consolidate with, acquire all or substantially all of the assets or Capital Stock of, or otherwise combine with or acquire, any Person.
