Certain Fundamental Changes. Without the consent of Landlord and any Facility Mortgagee (if required), Tenant shall not (i) be a party to any merger or consolidation with any Person, or (ii) assign its rights under this Lease, or assign, transfer, or sell all or any substantial portion of its assets to any Person, in each case other than a Qualified Affiliate that is a Single Purpose entity, has no outstanding Indebtedness (other than Permitted Debt) and no Liens on any of its assets (other than Permitted Liens) at the time of such assignment, and assumes all of the obligations of Tenant hereunder. Without the consent of Landlord and any Facility Mortgagee, Tenant shall not adopt a plan of dissolution or liquidation or dissolve, wind up or liquidate. Without the approval of the Independent Member, Tenant shall not take any action for which the approval of the Independent Member is required under its organizational documents.
Certain Fundamental Changes. Borrower will not, without providing Lender with thirty (30) days' prior written notice, change the state of its formation or change its legal name.
Certain Fundamental Changes. No Loan Party shall directly or indirectly effect, enter into or offer, commit or agree to: (a) award, grant or issue any option to any Person to purchase any shares of the Borrower's capital stock, phantom stock or similar right, or offer or agree to do so, other than (A) an option or right that (i) is exercisable at or set to a price equal to the fair market value thereof at the time of issuance, (ii) does not vest (in whole or in part) before the Term Loans have been repaid in full, (iii) has been awarded, granted or issued pursuant to the approved form of Holdings Stock Plan, (iv) is in form and substance acceptable to the Lender in its sole discretion, and (v) is otherwise acceptable, and is being awarded, granted or issued to a Person who is acceptable, to the Lender in its sole and absolute discretion (each a "Permitted Option") and (B) the Holdings Warrant; (b) any issuance, sale, transfer, pledge or other disposition or encumbrance of any capital stock, partnership or membership interests or other equity securities issued by any Loan Party (other than pursuant to the Permitted Options and Holdings Warrant), the registration of such securities for sale or resale under Applicable Law, or the issuance of any option (other than a Permitted Option), warrant (other than the Holdings Warrant) or other right to acquire any such securities; (c) any capital reorganization or reclassification of the capital stock, partnership or membership interests or other securities issued by any Loan Party; (d) any transaction in which the capital stock, partnership or membership interests or other securities issued by any Loan Party prior to the transaction would be changed into or exchanged for different securities, whether of that or any other Person, or for any other assets or properties (other than as such transactions may be permitted by Section 6.08 hereof); (e) any sale, lease, assignment, conveyance, spin-off or other transfer or disposition of all or any substantial part of the business or assets and properties of any Loan Party; (f) any merger, consolidation, reincorporation or reorganization in a different jurisdiction, dissolution, liquidation or winding up of any Loan Party; (g) the acquisition or establishment of any new subsidiary or joint venture by any Loan Party; (h) the acquisition by any Loan Party of all or substantially all of the assets and properties of any other Person or any discrete division or other business unit thereof; or (i) any material ...
Certain Fundamental Changes. The Borrower shall not, and shall not permit any of its Subsidiaries to, enter into or participate in any consolidation, amalgamation/merger, or similar transaction which would result in:
Certain Fundamental Changes. Without regard to the completion of an IPO, the Shares may be subject to a right of call by the Committee in the event of termination of the Plan due to merger or acquisition of the Company, or prior to an IPO, upon the occurrence of a Change in Control in the Company, whether or not the Plan is terminated. If the right to call the Shares is exercised by the Committee, such Shares must be returned to the Company within seven (7) days of the call notice. In such event:
Certain Fundamental Changes. (a) In the event that the Company shall be a party to any transaction (including without limitation (i) any recapitalization or reclassification of the Common Stock, (ii) any consolidation of the Company with, or merger of the Company into, any other Person, any merger of another Person into the Company (other than a merger which does not result in a reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company), (iii) any sale or transfer of all or substantially all of the assets of the Company or (iv) any compulsory share exchange) pursuant to which the Common Stock is converted into the right to receive other securities, cash or other property, then lawful provision shall be made as part of the terms of such transaction whereby the Holder of each Debenture then outstanding shall have the right thereafter to convert such Debenture only into (A) in the case of any such transaction other than a Common Stock Fundamental Change, the kind and amount of securities, cash and other property receivable upon consummation of such transaction by a holder of the number of shares of Common Stock of the Company into which such Debenture could have been converted immediately prior to such transaction, after giving effect, in the case of any Non-Stock Fundamental Change, to any adjustment in the conversion price required by the provision of Section 1305(a)(i), and (B) in the case of a Common Stock Fundamental Change, common stock of the kind received by holders of Common Stock as a result of such Common Stock Fundamental Change in an amount determined pursuant to the provisions of Section 1305(a)(ii).
Certain Fundamental Changes. The Borrowers shall not, and the Borrowers shall not cause, suffer or permit any of their Subsidiaries to, directly or indirectly effect, enter into or offer, commit or agree to: (a) any issuance, sale, transfer, pledge or other disposition or encumbrance of any Capital Stock, partnership or membership interests or other securities issued by any of the Borrowers or any of their Subsidiaries or the issuance of any option, warrant or other right to acquire any such securities, except for Liens in favor of the Administrative Agent, except in connection with a Permitted Acquisition and except that Aeroflex may, (i) issue Capital Stock (A) pursuant to the Plans and (B) in any public offering registered, or any arm's-length private placement exempt from registration, under the Securities Act and (ii) issue common stock and options, warrants and other rights to acquire common stock; (b) any capital reorganization or reclassification of the Capital Stock, partnership or membership interests or other equity securities issued by any of the Borrowers or any of
Certain Fundamental Changes. The Company will not, without providing the Lenders with thirty (30) days' prior written notice, change the state of its formation or change its legal name.
Certain Fundamental Changes. The Company will not, without providing the Purchasers with thirty (30) days’ prior written notice, change the state of its formation or change its legal name.
