Common use of Prohibition of Fundamental Changes Clause in Contracts

Prohibition of Fundamental Changes. No Seller Party, without the prior written consent of Buyer, shall enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution) or sell all or substantially all of its assets; provided, that a Seller Party may merge or consolidate with any other Person if the Seller Party is the surviving corporation; and provided further, that if after giving effect thereto, no Event of Default would exist hereunder.

Prohibition of Fundamental Changes. No Seller PartyParty shall at any time, without the prior written consent of Buyerdirectly or indirectly, shall (i) enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution) or sell all or substantially all of its assetsassets without Buyer’s prior consent; providedor (ii) form or enter into any partnership, that joint venture, syndicate or other combination which would have a Material Adverse Effect with respect to such Seller Party may merge or consolidate with any other Person if the Seller Party is the surviving corporation; and provided further, that if after giving effect thereto, no Event of Default would exist hereunderParty.

Prohibition of Fundamental Changes. No Seller Party, without the prior written consent of Buyer, Party shall enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution) or sell all or substantially all of its assets; provided, that a such Seller Party may merge or consolidate with (a) any wholly owned subsidiary of such Seller Party (other than REO Subsidiary), or (b) any other Person if the such Seller Party is the surviving corporation; and provided further, that if after giving effect thereto, no Event of Default would exist hereunder.

Prohibition of Fundamental Changes. No Seller Party, without the prior written consent of Buyer, Party shall enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution) or sell all or substantially all of its assets; provided, that a Seller Party may merge or consolidate respective assets (excluding any such action taken in connection with any other Person if the Seller Party is the surviving corporation; and provided further, that if after giving effect thereto, no Event of Default would exist hereundersecuritization transaction).

Prohibition of Fundamental Changes. No Seller Party, without the prior written consent of Buyer, Party shall enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution) or other than as contemplated by the Program Agreements or otherwise in the ordinary course of business sell all or substantially all of its their assets; provided, that a Seller Party may merge or consolidate with any other Person if the Seller Party is the surviving corporation; and provided further, that if after giving effect thereto, no Event of Default would exist hereunder.

Prohibition of Fundamental Changes. No Seller Party, without the prior written consent of Buyer, Party shall enter into any transaction of merger or consolidation or amalgamationconsolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution) ), or sell all or substantially all of its assets; provided, that a Seller Party may merge or consolidate with (a) any Person so long as no Change of Control has occurred, or (b) any other Person if the Seller Party is the surviving corporationentity; and provided further, that if after giving effect thereto, no Event of Default would exist hereunder.