Consolidation, Merger, Sale. If there shall occur (i) any consolidation or merger of the Company with another entity in which the Company is not the surviving entity or (ii) any sale, transfer or other disposition of all or substantially all of the Company’s assets to another entity, then, as a condition of such consolidation, merger, sale, transfer or other disposition, the Company shall make lawful and adequate provision whereby the Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable under this Warrant, such shares of stock, securities or assets (or any combination thereof) as would have been issuable or payable with respect to, or in exchange for, the number of Warrant Shares immediately theretofore issuable upon exercise of this Warrant, had such consolidation, merger, sale, transfer or other disposition not taken place, and, in any such case, appropriate provision shall be made with respect to the rights and interests of the Holder so that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price and of the number of Warrant Shares) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or properties thereafter deliverable upon the exercise thereof. The Company shall not effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor entity resulting from such consolidation or merger, or the entity purchasing or otherwise acquiring such assets or other appropriate entity shall assume (1) the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled to purchase, and (2) the Company’s other obligations under this Warrant. The provisions of this Article 4.3 shall similarly apply to successive consolidations, mergers, sales, transfers or other dispositions.
Consolidation, Merger, Sale. Conveyance and Lease), shall include its successors and assigns.
Consolidation, Merger, Sale. Conveyance and Lease), the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence. The Company shall promptly provide the Trustee with written notice of any change to its name, jurisdiction of incorporation or change to its corporate organization.
Consolidation, Merger, Sale. OR CONVEYANCE SECTION 9.1 Company May Consolidate, Etc ..............................66 SECTION 9.2
Consolidation, Merger, Sale. (a) Lessee shall not consolidate or merge into another Person or sell substantially all of its assets to another Person, unless, in the case of a merger or consolidation, after giving effect to the transaction: (i) no Lease Default or Lease Event of Default shall have occurred and be continuing or would occur as a result of such transaction; and (ii) the surviving corporation shall be Lessee.
(b) Sublessee shall not consolidate or merge into another Person or sell substantially all of its assets to another Person, or take any action to liquidate, wind up or dissolve it corporate existence (or suffer any liquidation or dissolution), unless (i) Lessee or Sublessee remains the surviving entity after such transaction; (ii) the Tangible Net Worth of Sublessee immediately after such event is no less than Fifteen Million Dollars ($15,000,000); and
Consolidation, Merger, Sale or Purchase of Assets, -------------------------------------------------- Capital Expenditures, etc. --------------------------
(i) a member of the Consolidated Group may be a party to a transaction of merger or consolidation with another member of the Consolidated Group, provided that (A) if the Borrower is a party thereto, -------- it shall be the surviving corporation, (B) if a Guarantor is a party thereto and the Borrower is not a party thereto, a Guarantor shall be the surviving corporation or the surviving corporation shall be a Domestic Subsidiary and shall become a Guarantor hereunder pursuant to Section 7.11 concurrently therewith, and (C) no Default or Event of Default shall exist either immediately prior to or immediately after giving effect thereto; and
(ii) a member of the Consolidated Group (other than the Borrower) may be a party to a transaction of merger or consolidation with any other Person, provided that (A) the provisions of Section 7.11 -------- regarding joinder of certain Subsidiaries as Additional Credit Parties hereunder shall be complied with, (B) no Default or Event of Default shall exist either immediately prior to or immediately after giving effect thereto, and (C) the provisions of subsection (c) of this Section shall be complied with.
(b) Sell, lease, transfer or otherwise dispose of assets, property and/or operations (including any sale-leaseback transaction, but excluding and not subject to clauses (i) and (ii) below, the sale of inventory in the ordinary course of business, the sale or disposition of plant, property and equipment which is no longer useful in the business or as to which the proceeds therefrom are reinvested in plant, property and equipment within six months thereof and the Excluded Asset Dispositions), other than to another Credit Party, which
(i) in the aggregate in any fiscal year shall constitute more than ten percent (10%) of total assets for the Consolidated Group at the end of the immediately preceding fiscal year or shall account for more than ten percent (10%) Consolidated Net Income for the immediately preceding fiscal year, and
(ii) no Default of Event of Default exists prior thereto or would exist immediately after giving effect thereto on a Pro Forma Basis, without the prior written consent of the Required Lenders (which consent shall not be unreasonably withheld or delayed).
(i) in the case of an acquisition of capital stock or other ownership interest if, after giving effect thereto, such Per...
Consolidation, Merger, Sale or Purchase of Assets, etc. Whether in one transaction or a series of transactions, wind up, liquidate or dissolve its affairs, or enter into any transaction of merger or consolidation, or sell or otherwise dispose of all or substantially all of its property, stock or assets or agree to do or suffer any of the foregoing except that a Corporate Guarantor may merge with and into (i) the Borrower or (ii) another Corporate Guarantor.
Consolidation, Merger, Sale. Conveyance And Lease
Consolidation, Merger, Sale or Conveyance Section 10.01. Company May Consolidate, etc. on Certain Terms........... 48 Section 10.02.
Consolidation, Merger, Sale or Purchase of Assets, -------------------------------------------------- etc. --- No Credit Party will, nor will it permit any Subsidiary to,
(a) dissolve, liquidate or wind up its affairs, sell, transfer, lease (as lessor) or otherwise dispose of its property or assets or agree to do so at a future time except the following, without duplication, shall be expressly permitted:
(i) the sale, transfer, lease or other disposition of inventory and materials in the ordinary course of business;
(ii) the sale, transfer or other disposition of cash and Cash Equivalents;
(A) the disposition of property or assets as a direct result of a Recovery Event or (B) the sale, lease, transfer or other disposition of machinery, parts and equipment no longer used or useful in the conduct of the business of the Parent or any of its Subsidiaries, so long as the net proceeds therefrom are used to replace such machinery, parts and equipment or to purchase or otherwise acquire new assets or property within 180 days of receipt of the net proceeds;
(iv) the sale, lease or transfer of property or assets from the Borrower to another Credit Party;
(v) the sale, lease or transfer of property or assets from a Credit Party (other than the Borrower) to the Borrower or another Credit Party;
(vi) the transfer of assets in connection with the merger of a Credit Party or a Subsidiary permitted pursuant to subsection (b) below;
(vii) the transfer of assets by any Credit Party to Foreign Subsidiaries to the extent permitted under Section 6.5;
(viii) the transfer of assets of any Subsidiary to a Credit Party in connection with the voluntary dissolution or liquidation of any such Subsidiary;
(ix) the sale or other disposition of the facilities located in East Longmeadow, Massachusetts, Pittsfield, Massachusetts and Danbury, Connecticut; and
(x) the sale, lease or transfer of property or assets not to exceed $1,000,000 in the aggregate in any fiscal year; provided, that, in the case of clauses (ii), (iii), and (x) above, at least 75% of the consideration received therefor by the Borrower or any other Credit Party is in the form of cash or Cash Equivalents; provided, further, that with respect to transactions permitted hereunder only, the Administrative Agent shall be entitled, without the consent of the Required Lenders, to release its Liens relating to the particular assets transferred; or
(i) purchase, lease (as lessee) or otherwise acquire (in a single transaction or a series of related transacti...
