MERGER, CONSOLIDATION OR TRANSFER OF ASSETS. This Plan may be merged or consolidated with, or its assets and/or liabilities may be transferred to any other plan only if the benefits which would be received by a Participant of this Plan, in the event of a termination of the plan immediately after such transfer, merger or consolidation, are at least equal to the benefits the Participant would have received if the Plan had terminated immediately before the transfer, merger or consolidation and such transfer, merger or consolidation does not otherwise result in the elimination or reduction of any "Section 411(d)(6) protected benefits" as described in Section 8.1(e).
MERGER, CONSOLIDATION OR TRANSFER OF ASSETS. The merger or consolidation of or transfer of assets or liabilities between this Plan and any other plan shall be permitted upon action by the Board and approved by the Benefits Corporation or as expressly provided elsewhere in the Plan so long as, immediately after such merger, consolidation or transfer of assets or liabilities, each Participant who is or may become eligible to receive a benefit of any type from this Plan (or whose Beneficiaries may be eligible to receive any such benefit) would, if such surviving or transferee plan was then terminated, be entitled to receive a benefit at least equal to the benefit to which such Participant (and each such Beneficiary) would have been entitled had this Plan, as adopted by the Employer, terminated immediately prior to such merger, consolidation or transfer of assets or liabilities.
MERGER, CONSOLIDATION OR TRANSFER OF ASSETS. (a) The Partnership will not consolidate with or merge into any other Person (including any of its Affiliates), nor will the Partnership permit or suffer any other Person (including any of its Affiliates) to consolidate with or merge into it, nor will the Partnership, directly or indirectly, in one or more transactions (except in the ordinary course of its business as described in Item 1 of Part 1 of the Form 10-K), sell, transfer, assign, lease (as lessor), abandon or otherwise dispose of all, or substantially all, of its assets or buy, lease or otherwise acquire all, or substantially all, of the equity interest or assets of any other Person unless, in any such case, (i) such combination, transaction or action shall occur at least 12 months after the Closing Date and (ii) at least 60 days prior to the effective date of such combination, transaction or action all of the holders of the Notes shall have received from the Partnership a Notice of Prepayment Option; provided, however, that the Partnership may acquire all or substantially all of the equity interest or assets of any Person so long as the aggregate amount of the consideration paid or otherwise given (including the assumption of any liabilities) for the equity interests or assets of such Person acquired by the Partnership (directly or indirectly), whether in a lump sum or in more than one installments, shall not exceed $10,000,000. For purposes of this Section 12.20, a "Notice of Prepayment Option" shall mean an Officer's Certificate containing the principal terms and anticipated date of, and describing the parties to, such combination, transaction or action and offering to prepay each holder's Notes on a date not less than 46 days after the date upon which the last holder to do so receives a Notice of Prepayment Option, but prior to the effective date of such combination, transaction or action, at a prepayment price equal to 100% of the outstanding principal amount thereof plus (i) interest accrued to the date of prepayment and (ii) a premium equal to the Make Whole Amount, if any, applicable to such prepayment, calculated on the amount to be prepaid on the date of such prepayment but using the Treasury Constant Yield as of the second Business Day immediately preceding the prepayment date. Any prepayment option so offered may be exercised by any holder of a Note by delivery of written notice of such holder's election to exercise such option to the Partnership within 45 days of the date the last ho...
MERGER, CONSOLIDATION OR TRANSFER OF ASSETS. (a) The Issuer shall not consolidate with, merge with or into, or transfer all or substantially all of its assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions) to, any Person or permit any Person to merge with or into it, or permit any of its Subsidiaries to enter into any such transaction or transactions if such transaction or transactions in the aggregate would result in a transfer of all or substantially all of the assets of the Issuer and its Subsidiaries on a consolidated basis, unless:
MERGER, CONSOLIDATION OR TRANSFER OF ASSETS. The Lessee will ------------------------------------------- not consolidate with or merge into any other Person (including any of its Affiliates), nor will the Lessee permit or suffer any other Person (including any of its Affiliates) to consolidate with or merge into it, nor will the Lessee, directly or indirectly, in one or more transactions (except in the ordinary course of its business as described in Item 1 of Part 1 of the Form 10-K), sell, transfer, assign, lease (as lessor), abandon or otherwise dispose of all, or substantially all, of its assets or buy, lease or otherwise acquire all, or substantially all, of the equity interest or assets of any other Person; provided, however, that the Lessee may acquire -------- ------- all or substantially all of the equity interest or assets of any Person so long as the aggregate amount of the consideration paid or otherwise given (including the assumption of any liabilities) for the equity interests or assets of such Person acquired by the Lessee (directly or indirectly), whether in a lump sum or in more than one installments, shall not exceed $10,000,000.
MERGER, CONSOLIDATION OR TRANSFER OF ASSETS. No merger or consolidation of this Plan with, or transfer of assets or liabilities of this Plan to, any other plan shall occur unless each Participant in the Plan would (if the Plan then terminated) receive a benefit immediately after the merger, consolidation, or transfer which is equal to or greater than the benefit he would have been entitled to receive immediately before the merger, consolidation or transfer (if this Plan had then terminated).
MERGER, CONSOLIDATION OR TRANSFER OF ASSETS. To the extent permitted under ERISA and other applicable law, the Plan and Fund may be merged or consolidated with, or a part of its assets or liabilities transferred to, any other plan and trust at the direction of the Board of Trustees and under such terms and conditions as the Trustees shall specify.
MERGER, CONSOLIDATION OR TRANSFER OF ASSETS. Not to dissolve, merge with or into or consolidate with any other Person, or to sell, transfer or convey all or substantially all of its interest in the Facilities, the Pledged Accounts or the Pledged Revenues.
MERGER, CONSOLIDATION OR TRANSFER OF ASSETS. This Plan may be merged or consolidated with, or its assets or liabilities transferred to any other plan provided each Participant would (if the plan then terminated) receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit the Participant would have been entitled to receive immediately before the merger, consolidation or transfer (if the plan had then terminated), or provided such alternative requirements as may be imposed by the Treasury Regulations under section 414(l) of the Code. Appendix B hereof (Merged Plan) lists the plans which have been merged into this Plan.
MERGER, CONSOLIDATION OR TRANSFER OF ASSETS. Not to dissolve, merge with or into or consolidate with any other Person, or to sell, Transfer or convey all or substantially all of its interest in the Facilities, the Facilities Enterprise, the shares of the capital stock of Borrower or in the Collateral to another Person, except as a Permitted Encumbrance, which Permitted Encumbrance shall in any event be subordinated in all respects to the interests of the Lender pursuant to the Subordination Agreement (or to a subordination agreement in form and substance acceptable to Lender in its sole discretion).
