Consolidation, Merger or Disposition of Assets. The Maker will not consolidate with, merge into, or sell or otherwise dispose of all or substantially all its properties as an entirety to, any person unless:
(a) the successor formed by or resulting from such consolidation or merger or to which such sale or other disposition shall have been made shall be a corporation organized under the laws of the United States of America or any State, district or territory thereof;
(b) such successor corporation shall expressly assume the due and punctual payment of the principal of and interest on this Note according to its tenor, and the due and punctual performance and observance of all the covenants, agreements and conditions of this Note to be performed or observed by the Maker to the same extent as if such successor corporation had been the original maker of this Note (and such assumption shall, upon the request of the holder of this Note, be evidenced by the endorsing of an appropriate legend upon this Note, and each Note executed pursuant to Section 9 hereof after such assumption shall, unless 10 10 executed in the name of such corporation, have a similar legend endorsed thereon); and
(c) immediately after such consolidation, merger, sale or other disposition, such successor corporation shall not be in default in the performance of any of the covenants, agreements or conditions contained in this Note.
Consolidation, Merger or Disposition of Assets. The Corporation will not consolidate with, merge into, or sell or otherwise dispose of all or substantially all its properties as an entirety to, any person unless:
(a) the successor formed by or resulting from such consolidation or merger or to which such sale or other disposition shall have been made shall be a corporation organized under the laws of the United States of America or any State, district or territory thereof;
(c) immediately after such consolidation, merger, sale or other disposition, such successor corporation shall not be in default in the performance of any of the covenants, agreements or conditions contained in this Note.
Consolidation, Merger or Disposition of Assets. The ---------------------------------------------- Company will not (i) consolidate or merge with or into any other Person or (ii) sell, lease or otherwise transfer (or permit any of its Restricted Subsidiaries to engage in any such transaction), directly or indirectly (in a single transaction or a series of related transactions), assets constituting all or substantially all the assets of the Company and its Restricted Subsidiaries, taken as a whole, to any other Person other than to the Company or any Restricted Subsidiary that is a wholly-owned Subsidiary of the Company; provided that nothing in this Agreement shall prohibit (A) -------- the Packaging Business Divestiture or (B) any consolidation or merger transaction in which the Company is a party so long as (i) the Company is the surviving entity and (ii) no Default shall have occurred and be continuing at the time of or after giving effect to any such consolidation or merger transaction.
Consolidation, Merger or Disposition of Assets. A. The Company will not, and will not permit any Subsidiary to, directly or indirectly, consolidate or merge with, or sell, lease or otherwise dispose of all or substantially all of its assets to, any person, except that
(1) a Subsidiary may permit any corporation to be merged into such Subsidiary or may consolidate with or merge into or sell, lease or otherwise dispose of its assets as an entirety or substantially as an entirety to the Company or to another Subsidiary or to a corporation which thereupon becomes a Subsidiary, provided that immediately after any such consolidation, merger or other disposition no Default or Event of Default shall have occurred and be continuing;
(2) the Company may permit any corporation to be merged into the Company or may consolidate with or merge into or sell or otherwise (except by lease) dispose of its assets as an entirety or substantially as an entirety to any solvent corporation organized in the United States of America which expressly assumes in writing the due and punctual payment of the principal of, and interest and prepayment charges on, the Debentures and the due and punctual performance of the obligations of the Company hereunder and under the Debentures, provided that immediately after any such consolidation, merger or other disposition (a) no Default or Event of Default shall have occurred and be continuing and (b) the Company would be entitled to incur $1 of additional Funded Debt pursuant to 8.4A(2). No such consolidation, merger or transfer shall have the effect of releasing Public Service Company of North Carolina, Incorporated (or any other corporation which at the time shall have assumed the obligations of the Company under this Agreement and the Debentures) from its obligations under this Agreement and the Debentures.
B. The Company will not lease its assets as an entirety or substantially as an entirety to any person or persons (in one transaction or a series of related transactions).
C. The Company will not cause, suffer or permit any subsidiary to sell, lease or otherwise dispose of any substantial portion of its assets (other than as permitted in the foregoing Subsection A), except that any Subsidiary may effect such a sale, lease or other disposition if and to the extent that the aggregate fair market value (as determined by the Board) of all assets so sold, leased or otherwise disposed of in any fiscal year of the Company and its Subsidiaries would not exceed 5% of Consolidated Capitalization as...
Consolidation, Merger or Disposition of Assets. The Maker will not consolidate with, merge into, or sell or otherwise dispose of all or substantially all its properties as an entirety to, any person unless:
(a) the successor formed by or resulting from such consolidation or merger or to which such sale or other disposition shall have been made shall be a corporation organized under the laws of the United States of America or any State, district or territory thereof;
(b) evidenced by the endorsing of an appropriate legend upon this Note, and each Note executed pursuant to Section 9 hereof after such assumption shall, unless executed in the name of such corporation, have a similar legend endorsed therxxx); xnd
(c) immediately after such consolidation, merger, sale or other disposition, such successor corporation shall not be in default in the performance of any of the covenants, agreements or conditions contained in this Note.
Consolidation, Merger or Disposition of Assets. The Subsidiary Guarantor shall not consolidate with, merge into, or sell or otherwise dispose of all or substantially all its properties as an entirety to, any individual, corporation, partnership, limited liability company, trust, unincorporated organization or other entity unless:
(a) the successor formed by or resulting from such consolidation or merger or to which such sale or other disposition shall have been made shall be a corporation organized under the laws of the United States of America or any State, district or territory thereof;
(b) such successor corporation shall expressly assume the due and punctual payment of all obligations of the Subsidiary Guarantor under this Guaranty Agreement according to its tenor, and the due and punctual performance and observance of all the covenants, agreements and conditions of this Guaranty Agreement to be performed or observed by the Subsidiary Guarantor to the same extent as if such successor corporation had been the Subsidiary Guarantor hereunder (and such assumption shall, upon the request of any Holder, be evidenced by the endorsing of an appropriate legend upon this Guaranty Agreement); and
(c) immediately after such consolidation, merger, sale or other disposition, such successor corporation shall not be in default in the performance of any of the covenants, agreements or conditions contained in this Guaranty Agreement and no condition, act or event (with the giving of notice, passage of time, or otherwise) would result in such default.
Consolidation, Merger or Disposition of Assets. The Company will not and will not permit any Restricted Subsidiary to, directly or indirectly, consolidate or merge with, or sell, lease or otherwise dispose of any of its assets to, any Person, except, subject (to the extent hereinafter provided) to the last paragraph of this Section 7.10:
(a) the Company may consolidate or merge with any other corporation, provided that the Company shall be the continuing or surviving corporation and, after giving effect to any such consolidation or merger, no Change of Control shall have occurred;
(b) any Restricted Subsidiary may consolidate or merge with, and any Restricted Subsidiary may sell, lease or otherwise dispose of its assets to, the Company or a Wholly-owned Restricted Subsidiary;
(c) the Company may consolidate with or merge into, or sell, lease or otherwise dispose of its assets as an entirety or substantially as an entirety to, any solvent corporation, but only if
(i) such corporation (A) is duly organized and validly existing in good standing under the laws of the United States of America or a state thereof and (B) expressly assumes, pursuant to a written agreement satisfactory in form, scope and substance to the holders of the Substitute Notes, the due and punctual payment of the principal of, premium (if any) and interest on the Substitute Notes according to their tenor, and the due and punctual performance and observance of the obligations of the Company under the Agreements and the Substitute Notes, an executed counterpart of which agreement shall have been furnished to each holder of a Substitute Note together with a favorable opinion of counsel satisfactory to each such holder covering such matters relating to such corporation, such assumption and such agreement as such holder may reasonably request, and
(d) the Company and any Restricted Subsidiary may sell, lease or otherwise dispose of any of its assets in the ordinary course of business;
(e) Industries may sell the Fort Worth Plant and Heatcraft may sell the Wilmington Plant for a consideration at least equal to the fair market value thereof (as determined in good faith by the Board); and
(f) the Company and any Restricted Subsidiary may sell, lease or otherwise dispose of any of its assets (other than in the ordinary course of its business) for a consideration at least equal to the fair market value thereof (as determined in good faith by the Board) at the time of such sale or other disposition, provided that the assets so sold on any date, wh...
Consolidation, Merger or Disposition of Assets. The Maker will not consolidate with, merge into, or sell or otherwise dispose of all or substantially all its properties as an entirety to, any person unless:
(a) the successor formed by or resulting from such consolidation or merger or to which such sale or other disposition shall have been made shall be a corporation organized under the laws of the United States of America or any State, district or territory thereof;
(b) such successor corporation shall expressly assume the due and punctual payment of the principal of and interest on this Note according to its tenor, and the due and punctual performance and observance of all the covenants, agreements and conditions of this Note to be performed or observed by the Maker to the same extent as if such successor corporation had been the original maker of this Note (and such assumption shall, upon the request of the holder of this Note, be
Consolidation, Merger or Disposition of Assets. The Company will not consolidate with or merge with any other person or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to any person unless the Company shall have paid all outstanding principal and interest on the 2002 Debentures and all interest that would have been due and payable on the 2002 Debentures had they been held to maturity. The Company shall provide each Holder of a 2002 Debenture with written notice of such payment at least thirty (30) business days in advance of any proposed transaction.
Consolidation, Merger or Disposition of Assets. Neither the Borrower nor any Subsidiary will, without the prior written consent of the Bank, consolidate with or merge into or with another firm, person or corporation, directly or indirectly, issue, sell, assign, pledge or otherwise encumber or dispose of any shares of the capital stock or sell, lease or otherwise dispose of (other than in the ordinary course of its business) all or any material portion of their properties or assets to any firm, person or corporation, or acquire any material portion of the properties or assets of any other firm, person or corporation, whether in one or a series of related transactions, except that:
(a) any Subsidiary may merge into or consolidate with the Borrower (provided that the Borrower shall be the surviving corporation); and
(b) the Borrower or any of its Subsidiaries may sell or otherwise dispose of any property which has become uneconomic, obsolete or worn out if disposed of in the ordinary course of business.
