Consolidation, Merger or Acquisition. The Company will not, and will not permit any Subsidiary to (a) enter into a consolidation with any other Person or merge with or into any other Person or amalgamate with any other Person or (b) acquire all or substantially all of the assets of or all or substantially all of the Equity Interest in any other Person (any such transaction being herein called an “Acquisition”), except that:
Consolidation, Merger or Acquisition. Participate in any merger or consolidation or alter or amend the capital structure of Borrower including, but not limited to, the issuance of additional stock, or make any acquisition of the business of another.
Consolidation, Merger or Acquisition. Regarding the Borrower and its Consolidated Subsidiaries, liquidate or dissolve or enter into any consolidation, merger, acquisition, material partnership, material joint venture, syndication or other combination, except that the Borrower may consolidate with, merge into or acquire any other corporation or entity and that any corporation or entity may consolidate with or merge into the Borrower; provided, however, that the Borrower shall be the surviving entity of such merger or consolidation, and provided further, that immediately after the consummation of such consolidation or merger there shall exist no condition or event which constitutes a Restructure Event of Default or a Potential Restructure Event of Default. Notwithstanding anything to the contrary in this Agreement, the Borrower shall not enter into any consolidation, merger, acquisition, material partnership, material joint venture, syndication or other combination with HMT Technology Corp., a Delaware corporation, without the prior written consent of Majority Restructure Lenders.
Consolidation, Merger or Acquisition. The Company shall not, and shall not permit any of its Subsidiaries to, liquidate or dissolve or enter into any consolidation, merger, acquisition, material partnership, material joint venture, syndication or other combination, except that (i) the Company may consolidate with, merge into or acquire any other corporation or entity; (ii) any corporation or entity may consolidate with or merge into the Company otherwise in accordance with Section 4.12 hereof and the other provisions of this Indenture; (iii) any Subsidiary of the Company may consolidate with, merge into or acquire any other Subsidiary of the Company; provided, however, that, in the case of clause (i) or (ii), the Company shall be the surviving entity of such merger or consolidation and in the case of clause (iii), a Wholly Owned Subsidiary of the Company shall be the surviving entity in any such merger or consolidation; and provided, further, that immediately after the consummation of such consolidation, merger or acquisition there shall exist no condition or event which constitutes a Default or Event of Default; and (iv) the Company may dissolve and liquidate any Non-Material Subsidiary.
Consolidation, Merger or Acquisition. Neither Borrower ------------------------------------ will and nor permit any of their Subsidiaries to, merge or consolidate with or into any other Person, or make any acquisition of the business of any other Person unless it obtains the prior written consent of the Banks; provided that -------- any Subsidiary may merge into a Borrower or any wholly-owned Subsidiary of a Borrower, and provided, further that either Borrower and their Subsidiaries may -------- ------- make an acquisition or effectuate a merger with another Person as long as (a) no Event of Default has arisen during the four fiscal quarters immediately preceding any such transaction; (b) no Event of Default would arise as a result of such transaction or is otherwise reasonably expected to occur during the four fiscal quarters immediately following such transaction and the Borrowers furnishes to the Banks in advance of such transaction pro forma financial --- ----- information reasonably demonstrating the foregoing; (c) the other Person is engaged in the same or a related line of business; (d) there is no change in the senior management of the Borrowers; (e) in the case of any merger, the Borrowers or its Subsidiary is the surviving entity; and (f) the aggregate value of consideration paid by the Borrowers and their Subsidiaries in connection with such transactions in any fiscal year does not exceed (i) in the event that the Borrower's Tangible Net Worth is less than $32,500,000 immediately preceding such a transaction, $5,000,000; and (ii) in the event that the Borrower's Tangible Net Worth immediately preceding such a transaction is $32,500,000 or greater, $10,000,000.
Consolidation, Merger or Acquisition. Regarding Borrower and its Consolidated Subsidiaries (except Dastek (M) and DHC), liquidate or dissolve or enter into any consolidation, merger, acquisition, material partnership, material joint venture, syndication or other combination without the Majority Banks' prior written consent, which consent will not be unreasonably withheld, except that Borrower may consolidate with, merge into or acquire any other corporation or entity and that any corporation or entity may consolidate with or merge into Borrower, provided that Borrower shall be the surviving entity of such merger or consolidation, and provided further, that immediately after the consummation of such consolidation or merger there shall exist no condition or event which constitutes an Event of Default or a Potential
Consolidation, Merger or Acquisition. (a) Neither the Borrower nor any of its Subsidiaries shall merge or consolidate with or into any other Person, or make any acquisition of the business or assets of any other Person except: (i) any Subsidiary of the Borrower which is a Guarantor may merge into a Borrower or any wholly-owned Subsidiary of a Borrower which is a Guarantor; (ii) Investments to the extent permitted by Section 9.8 hereof; and (iii) Permitted Acquisitions. For purposes hereof a "Permitted Acquisition" is an acquisition which satisfies the following requirements: (A) if it involves an asset purchase, stock purchase or a merger or consolidation, upon the consummation of which the surviving or acquired party shall be the Borrower or a Subsidiary of the Borrower which is a Guarantor; (B) at the time of such acquisition and after giving effect thereto on a pro forma basis no Event of Default shall have occurred and be continuing; (C) is not hostile or contested and (D) the conditions set forth in Section 9.2(b) hereof shall have been satisfied with respect to the proposed acquisition. For purposes of this Section 9.2, the term "acquisition" shall include any transaction in which the Borrower or any Subsidiary of the Borrower enters into a Management Services Agreement with any Person or any similar agreement or affiliation.
Consolidation, Merger or Acquisition. Participate in any merger or consolidation or alter or amend the capital structure of BORROWER, including, but not limited to, the issuance of additional stock, or make any acquisition of the Business of another.
Consolidation, Merger or Acquisition. If the “company” consolidates or merges with, or purchases or acquires the assets or liabilities of another entity:
Consolidation, Merger or Acquisition. (a) Neither the Borrower ------------------------------------ nor any of its Subsidiaries shall merge or consolidate with or into any other Person, or make any acquisition of the business or assets of any other Person except: (i) any Subsidiary of the Borrower may merge into a Borrower or any wholly-owned Subsidiary of a Borrower; (ii) Investments to the extent permitted by Section 9.8 hereof; and (iii) Permitted Acquisitions. For purposes hereof a "Permitted Acquisition" is an acquisition which satisfies the following --------------------- requirements: (A) if it involves an asset purchase, stock purchase or a merger or consolidation, upon the consummation of which the surviving or acquired party shall be the Borrower or a Subsidiary of the Borrower; (B) at the time of such acquisition and after giving effect thereto no Event of Default shall have occurred and be continuing; and (C) the conditions set forth in Section 9.2(b) hereof shall have been satisfied with respect to the proposed acquisition.
