Capital Structure, Merger, Acquisition or Sale of Assets. The Borrower will not enter into any merger or consolidation or amalgamation, windup or dissolve itself (or suffer any liquidation or dissolution) or acquire all or substantially all the assets of any Person, or sell, lease or otherwise dispose of any of its assets (except Inventory disposed of in the ordinary course of business prior to an Event of Default). Any consent of the Lender to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.
Capital Structure, Merger, Acquisition or Sale of Assets. Except as set forth in Schedule 6.2.1 to the Disclosure Schedule, none of the Borrowers will alter or amend their capital structure, authorize any additional class of equity, issue any stock or equity of any class, enter into any merger or consolidation or amalgamation, change its State of organization, organize in any additional State, wind up or dissolve themselves (or suffer any liquidation or dissolution) or, other than Permitted Acquisitions, acquire all or substantially all the assets of any Person, or sell, lease or otherwise dispose of any of its assets (except Inventory disposed of in the ordinary course of business prior to an Event of Default that is continuing and except as provided in Section 6.2.17 (Disposition of Collateral)). Any consent of the Lender to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.
Capital Structure, Merger, Acquisition or Sale of Assets. None of the Borrowers will alter or amend their capital structure, authorize any additional class of equity, enter into any merger or consolidation or amalgamation, change its State of organization, organize in any additional State, wind up or dissolve themselves (or suffer any liquidation or dissolution) or acquire all or substantially all the assets of any Person, or sell, lease or otherwise dispose of any of its assets (except Inventory disposed of in the ordinary course of business prior to an Event of Default). Any consent of the Lender to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.
Capital Structure, Merger, Acquisition or Sale of Assets. The Borrower will not alter or amend its capital structure, authorize any additional class of equity, issue any stock or equity of any class, enter into any merger or consolidation or amalgamation, windup or dissolve itself (or suffer any liquidation or dissolution) or acquire all or substantially all the assets of any Person, or sell, lease or otherwise dispose of any of its assets. Any consent of the Agent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.
Capital Structure, Merger, Acquisition or Sale of Assets. (a) Except as permitted in subsection (b) of this Section, the Borrower shall not alter or amend its capital structure or authorize any additional class of equity if as a result of such action the Borrower would own less than fifty one percent (51%) of any Subsidiary, enter into any merger or consolidation or amalgamation, windup or dissolve itself (or suffer any liquidation or dissolution) (except for mergers of Subsidiaries into existing Subsidiaries or the Borrower) or acquire all or substantially all the assets of any Person, or sell, lease or otherwise dispose of any of its assets (except for sales or other dispositions of assets made in the ordinary course of the Borrower's business which do not, in the Lender's sole, but reasonable discretion, have a material effect on the operations of the Borrower, the value of the Collateral or change the Borrower's present line of business).
(b) The Borrower may request the Lender's consent to any acquisition by merger, stock purchase or asset purchase of all or substantially all the assets of any Person or make any investments in any such Person (each an "Acquisition" and collectively, the "Acquisitions") during the existence of this Agreement and, PROVIDED, HOWEVER, that each of the following conditions precedent are in the Lender's discretion satisfied:
(i) The Lender shall have received and reviewed the pro forma projections of the Borrower (in form and detail satisfactory to the Lender in its reasonable discretion) taking into effect the Acquisition, which pro forma projections demonstrate the Borrower's continued compliance with all of the material terms of this Agreement throughout the term hereof, including, but not limited to, the financial covenants set forth in Sections 6.14, 6.15, 6.16 and 6.17 hereof;
(ii) The Lender shall have received and reviewed a copy of the current financial statement of the acquired Person (the "Target");
(iii) The Lender shall have received and reviewed a written summary of the proposed Acquisition;
(iv) The aggregate amount of all Acquisitions does not exceed Five Million Dollars ($5,000,000) (the "Acquisition Cap");
(v) The Lender shall have received a written certification, in form and substance satisfactory to the Lender in its reasonable discretion, from a Responsible Officer of the Borrower that:
Capital Structure, Merger, Acquisition or Sale of Assets. Except with respect to an Authorized Acquisition, the Borrower will not, without the prior written consent of the Lender, alter or amend its capital structure, authorize any additional class of equity, enter into any merger or consolidation or amalgamation, windup or dissolve itself (or suffer any liquidation or dissolution) or acquire all or substantially all the assets of any Person, or sell, lease or otherwise dispose of any of its assets. Any consent of the Lender to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition. As used herein, an “Authorized Acquisition” means any acquisition by the Borrower which complies with the acquisition criteria set forth on EXHIBIT G hereto.
Capital Structure, Merger, Acquisition or Sale of Assets. Except in connection with the Purchase Agreement Transaction, none of the Borrowers will alter or amend its capital structure, authorize any additional class of equity, issue any stock or equity of any class, enter into any merger or consolidation or amalgamation, windup or dissolve itself (or suffer any liquidation or dissolution) or acquire all or substantially all the assets of any Person, or sell, lease or otherwise dispose of any of its assets (except Inventory disposed of in the ordinary course of business prior to an Event of Default). Any consent of the Lender to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition. Notwithstanding anything set forth in this Section to the contrary, the Lender agrees that it will not unreasonably withhold its consent to one or more of the Borrowers creating one or more wholly owned operating Subsidiaries (collectively, the "Operating Subsidiary") and transferring substantially all of its assets to the Operating Subsidiary, provided, that at the time of such transfer and after giving effect thereto, each of the following conditions is met: (a) no Default or Event of Default has occurred and is continuing or would occur as a result of such event; (b) the Lender shall have received and reviewed the pro forma projections of the Borrowers (in form and detail satisfactory to the Lender in its reasonable discretion) taking into effect the Operating Subsidiary, which pro forma projections demonstrate the Borrowers' continued compliance with all of the material terms of this Agreement throughout the term hereof; (c) the Lender shall have received a written summary of the revised capital structure of the Borrowers and the Operating Subsidiary; (d) Puroflow shall own one hundred percent (100%) of the outstanding stock of the Operating Subsidiary; (e) the Lender shall have received copies of all organizational documents for the Operating Subsidiary, including without limitation an incumbency certificate and resolution; (f) the Borrowers shall at the Borrowers' expense cause the Operating Subsidiary to be added as a co-obligor on this Agreement and the Financing Documents pursuant to an Additional Borrower Joinder Supplement and deliver such additional Financing Documents, instruments, and opinions as the Lender may reasonably require to cause all of the assets of the Operating Subsidiary to be subject to a first Lien security interest in favor of the Lender.
Capital Structure, Merger, Acquisition or Sale of Assets. Except for the anticipated sale of all of the equity interests of the Borrower in Weston Internacional De Mexico S.A. de C.V. and as permitted by Section 6.2.6 (Stock of Subsidiaries), the Borrower will not enter into any merger or consolidation or amalgamation, windup or dissolve itself (or suffer any liquidation or dissolution) or acquire all or substantially all the assets of any Person, or sell, lease or otherwise dispose of any of its assets (except Inventory disposed of in the ordinary course of business prior to an Event of Default). Any consent of the Lender to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.
Capital Structure, Merger, Acquisition or Sale of Assets. Borrower will not (i) enter into any merger or consolidation or amalgamation, windup or dissolve itself (or suffer any liquidation or dissolution) or acquire all or substantially all the assets of any Person (other than in connection with a Permitted Acquisition), or (ii) sell, lease or otherwise dispose of any of its assets (except Inventory disposed of in the ordinary course of business) having an aggregate value in excess of One Million Dollars ($1,000,000). Any consent of Lender to the disposition of any assets, other than as permitted by this Section 6.2.1, may be conditioned on a specified use of the proceeds of disposition. Notwithstanding the foregoing, so long as an Event of Default has not occurred and is continuing, (i) Borrower may merge with any other Person (including, without limitation, any of its Subsidiaries) so long as after giving effect to such merger, Borrower is the surviving entity and (ii) any Subsidiary of Borrower may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets to, any Guarantor.
Capital Structure, Merger, Acquisition or Sale of Assets. Except for the dissolution of Subsidiaries in Canada and Brazil, Borrower will not alter or amend its capital structure, authorize any additional class of equity, issue any stock or equity of any class, enter into any merger or consolidation or amalgamation, windup or dissolve itself (or suffer any liquidation or dissolution) or acquire all or substantially all the assets of any Person, or sell, lease or otherwise dispose of any of its assets (except as provided in Section 7.3.15 (Disposition of Borrower Collateral)). Any consent of Lender to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.
