Mergers, Consolidations or Sales. No Obligated Party shall enter into any transaction of merger, reorganization, or consolidation, or transfer, sell, assign, lease, or otherwise Dispose of all or any part of its property, or sell or issue any of its preferred Capital Stock, or wind up, liquidate, or dissolve, or agree to do any of the foregoing, except for (A) sales and other Dispositions of Inventory in the ordinary course of its business, (B) sales or other Dispositions of Equipment in the ordinary course of business that is (1) damaged, worn out, unserviceable, or obsolete, (2) no longer necessary for the proper conduct of business with a good faith estimated value not in excess of $100,000 in any Fiscal Year of Xxxxx, or (3) contemporaneously replaced with Equipment of comparable utility, in each case in the ordinary course of business and operations of the Obligated Parties and on a basis consistent with past practices, (C) the sale of the helicopter that is the subject of the Aircraft Mortgage or the Cessna 525 aircraft (serial number 525-0341); provided that the purchase price received by the relevant Obligated Party for each such aircraft shall not be less than the fair market value of such aircraft and at least 75% of the purchase price therefor shall be payable in cash on the closing date of such sale or by the assumption of Debt secured by such aircraft, (D) payments of cash in the ordinary course of business and as otherwise permitted by this Agreement, and (E) subject to Section 8.10, other transactions between or among the Obligated Parties in the ordinary course of each Obligated Party’s business consistent with past practices; provided that, notwithstanding the foregoing or any other provision of this Agreement, as long as no Default or Event of Default exists or would result therefrom and provided Xxxxx gives the Agents prior written notice:
Mergers, Consolidations or Sales. Borrower represents and agrees that Borrower will not (i) merge or consolidate with or into any other business entity or (ii) enter into any joint venture or partnership with any person, firm or corporation.
Mergers, Consolidations or Sales. Neither Holdings nor any of the Restricted Subsidiaries shall merge into, or consolidate or amalgamate with, any other Person or permit any other Person to merge into or consolidate or amalgamate with it, or consummate any Asset Disposition, or wind up, liquidate or dissolve, except:
Mergers, Consolidations or Sales. Neither the Parent nor any of the other Borrowers shall enter into any transaction of merger, reorganization, or consolidation, or transfer, sell, assign, lease, or otherwise dispose of all or any material part of its property, or wind up, liquidate or dissolve, or agree to do any of the foregoing, except for:
Mergers, Consolidations or Sales. The Borrower shall not (a) enter into any transaction of merger, reorganization, or consolidation with any other Person; (b) transfer, sell, assign, lease, or otherwise dispose of all or any part of the Collateral or its assets; or (c) liquidate or dissolve.
Mergers, Consolidations or Sales. (a) Merge or consolidate with or into any corporation; (b) enter into any joint venture or partnership with any person, firm, or corporation; (c) convey, lease, or sell all or any material portion of its property or assets or business to any other person, firm, or corporation except for the sale of Inventory in the ordinary course of its business and in accordance with the terms of this Agreement; or (d) convey, lease, or sell any of its assets to any person, firm or corporation for less than the fair market value thereof.
Mergers, Consolidations or Sales. No Loan Party shall enter into any transaction of merger, reorganization, or consolidation, or transfer, sell, assign, lease, or otherwise dispose of all or any part of its property, or wind up, liquidate or dissolve, or agree to do any of the foregoing, except:
Mergers, Consolidations or Sales. Neither the Loan Party nor any of its Subsidiaries shall enter into any transaction of merger, reorganization, or consolidation, or transfer, sell, assign, lease, or otherwise dispose of all or any part of its property, or wind up, liquidate or dissolve, or agree to do any of the foregoing, except (i) for sales of Inventory in the ordinary course of its business, (ii) for sales or other dispositions of Equipment in the ordinary course of business that are obsolete or no longer useable by Loan Party in its business as permitted by SECTION 6.11, (iii) a Subsidiary of Parent Guarantor, or Fox Athletic LLC, may merge, reorganize or consolidate with or into, or wind-up, liquidate or dissolve in a transaction whereby all of the assets of such Subsidiary, or Fox Athletic LLC, are transferred to, another Subsidiary which is wholly-owned by the Parent Guarantor or the Borrower so long as the Borrower is the continuing or surviving Person, (iv) a Borrower may merge, reorganize or consolidate into another, or transfer all of its assets and liabilities to another, Borrower, (v) a Loan Party may transfer property to make an investment of the type described in clauses (a) through (p) of the definition of Restricted Investment as and to the extent permitted therein or to make Distributions permitted under SECTION 9.10 below, and (vi) a Loan Party may dispose of property in a bona fide arms' length transaction for cash consideration at fair market value so long as the aggregate amount of consideration for all dispositions from and including the date hereof does not exceed $5,000,000 and on the last day of the quarter immediately preceding the date of any such transfer, and after giving proforma effect to any such transfer, the Parent Guarantor was in compliance by more than 120% of the consolidated Net Worth required under SECTION 9.25 and by more than 120% of the Fixed Charge Coverage Ratio required under SECTION 9.26; provided, HOWEVER, the Parent Guarantor shall give the Agent not less than ten (10) Business Days prior written notice of any such transaction described in clauses (iii) through (vi) above setting forth the terms of and parties to such transaction in reasonable detail, and certifying that it complies with the requirements of this Section, and no such transaction described in clauses (ii) through (vi) above shall be permitted if after giving effect thereto a Material Adverse Effect could reasonably be expected to result therefrom or any other Default or Eve...
Mergers, Consolidations or Sales. Neither such Loan Party nor any of the Mexican Subsidiaries shall enter into any transaction of merger, reorganization or consolidation, or transfer, sell, assign, lease or otherwise dispose of all or any part of its property, or sell or issue any of its equity interests, or wind up, liquidate or dissolve, or agree to do any of the foregoing, except for:
Mergers, Consolidations or Sales. The Credit Parties will not permit any Consolidated Party:
