Consolidations, Mergers, etc. Neither the Borrower nor the Parent shall consolidate or merge with or into, or sell, lease or otherwise transfer all or substantially all of its assets, taken as a whole, to any other Person; provided that (i) the Parent may consolidate or merge with another Person so long as (A) the Parent is the Person surviving or continuing after the completion of such consolidation or merger; (B) after giving effect to such consolidation or merger, the S&P Rating and the Xxxxx’x Rating of the Parent is BBB-/Baa3 or higher; and (C) immediately after giving effect to such consolidation or merger, no Default or Event of Default shall have occurred and be continuing and (ii) the Borrower may consolidate or merge with, or sell, lease or otherwise transfer all or substantially all of its assets to, the Parent so long as (A) in the case of a consolidation or merger, the Parent is the Person surviving or continuing after the completion of such consolidation or merger; (B) the Parent directly assumes all of the Borrower’s obligations under the Loan Documents in accordance with documentation reasonably acceptable to the Administrative Agent; and (C) immediately after giving effect to such consolidation, merger, sale, lease or transfer, no Default or Event of Default shall have occurred and be continuing.
Consolidations, Mergers, etc. No Credit Party shall, and no Credit Party shall suffer or permit any of its Restricted Subsidiaries to (a) merge, amalgamate, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except upon not less than five (5) Business Days prior written notice to Administrative Agent, (a) any Subsidiary of Axiall (other than the Canadian Borrower or SpinCo) may merge or amalgamate with, or dissolve or liquidate into, Axiall or a U.S. Subsidiary, provided, that Axiall or such U.S. Subsidiary shall be the continuing or surviving entity and all actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of Administrative Agent shall have been completed, (b) any Subsidiary of the Canadian Borrower (other than a U.S. Subsidiary) may merge or amalgamate with, or dissolve or liquidate into, the Canadian Borrower or a Canadian Subsidiary, provided, further, that the Canadian Borrower or such Canadian Subsidiary shall be the continuing or surviving entity and all actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of Administrative Agent shall have been completed (c) any Foreign Subsidiary may amalgamate, merge or consolidate with or into another Foreign Subsidiary provided if a First Tier Foreign Subsidiary is a constituent entity in such merger, amalgamation, dissolution or liquidation, such First Tier Foreign Subsidiary shall be the continuing or surviving entity and (d) any Subsidiary of Axiall (other than the Canadian Borrower or SpinCo) may be dissolved or liquidated provided that if such Subsidiary is a U.S. Credit Party, such Subsidiary’s assets are transferred to a U.S. Credit Party in connection with such liquidation or dissolution, and if such Subsidiary is a Canadian Subsidiary, such Subsidiary’s assets are transferred to a Canadian Credit Party or a U.S. Credit Party in connection with such liquidation or dissolution. Notwithstanding the foregoing, the Credit Parties may consummate the Transactions.
Consolidations, Mergers, etc. In the event of a merger, consolidation or other transaction, nothing herein shall relieve the Company from any of the obligations set forth in the Plan; provided, however, that nothing in this Section 5.05 shall prevent an acquirer of or Successor to the Company from assuming the obligations, or any portion thereof, of the Company hereunder pursuant to the terms of the Plan provided that such acquirer or Successor provides adequate assurances of its ability to meet this obligation. In the event that an acquirer of or Successor to the Company agrees to perform the Company’s obligations, or any portion thereof, hereunder, the Company shall require any person, firm or entity which becomes its Successor to expressly assume and agree to perform such obligations in writing, in the same manner and to the same extent that the Company would be required to perform hereunder if no such succession had taken place.
Consolidations, Mergers, etc. The Borrower will not merge with or into, or consolidate with, any other Person.
Consolidations, Mergers, etc. None of the Borrowers nor any Subsidiary or Affiliate of any of the Borrowers shall, except as otherwise expressly permitted pursuant to the terms hereof, (a) consolidate or merge with or into any Person other than any of the Borrowers or one of the other Subsidiaries or Affiliates of any of the Borrowers, (b) sell, lease, abandon or otherwise transfer all or any material part of its assets to any Person, in one or a series of related transactions, (c) terminate, or fail to maintain, its existence or qualification, as applicable, in the State of Maryland, and any other applicable jurisdiction where the business of any of the Borrowers or any Subsidiary or Affiliate of any of the Borrowers, as applicable, requires such qualification, or (d) terminate, or fail to maintain, its good standing and qualification to transact business in all jurisdictions where the failure to maintain its good standing or qualification to transact business could have a material adverse effect on its financial condition or operations. Notwithstanding the foregoing, (i) the sale or transfer of all of the interests in, or any merger or consolidation involving, one or more of the Subsidiaries or Affiliates of any of the Borrowers (whether now existing or hereafter owned), other than any of the Property Owners, in order to effectuate a sale of the real property owned by such Subsidiary or Affiliate shall not constitute a violation of the foregoing prohibitions, so long as, immediately following each such sale, transfer, merger or consolidation the Borrowers or their Subsidiaries and Affiliates shall continue to maintain 100% ownership of all of the Apartment Properties and at least thirty-one (31) of the thirty-six (36) operating properties listed on Exhibit B attached hereto and made a part hereof, and (ii) the sale or transfer of all of the interests in, or any merger or consolidation involving, the Trust or the Operating Partnership shall not constitute a violation of the foregoing prohibitions, so long as (1) the Trust and the Operating Partnership are maintained as independent, wholly-owned subsidiaries of the acquiring entity, (2) the acquiring entity, after giving effect to such merger or consolidation, has a net worth, determined by the Lender in accordance with generally accepted accounting principles, consistently applied, at least equal to $500,000,000, or has a market capitalization, as determined by the Lender, at least equal to $650,000,000, (3) neither the Trust nor the ...
Consolidations, Mergers, etc. The Borrower, the Parent and the Significant Subsidiaries of the Parent shall not consolidate or merge with or into, or sell, lease or otherwise transfer all or substantially all of the assets of Parent and its Subsidiaries, taken as a whole, to any other Person, provided that (i) the Parent may merge with another Person if (A) the Parent is the Person surviving such merger and (B) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing and (ii) any Subsidiary may merge with, or sell or otherwise transfer all or a significant portion of its assets to, the Parent or any other Subsidiary of the Parent, if immediately after giving effect to such merger, sale or transfer, no Default or Event of Default shall have occurred and be continuing.
Consolidations, Mergers, etc. The Company will not (a) ----------------------------- merge with or into, or consolidate with, any other Person or (b) sell all or substantially all of its assets, whether in one transaction or a series of transactions, provided that the Company may merge with or into, or consolidate -------- with, another Person if (i) the Company has given the Agent Bank prior notice thereof, (ii) either (A) the Company is the entity surviving such merger or (B) the entity surviving such merger or consolidation shall enter into an agreement satisfactory to the Agent Bank assuming the Company's obligations under this Agreement and the Related Documents to which it is a party and (iii) immediately after giving effect to such merger or consolidation, no Default shall have occurred and be continuing.
Consolidations, Mergers, etc. (a) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or Assets of the Company, by agreement in form and substance reasonably acceptable to the Representatives, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a material breach of this Agreement. As used herein, the term "Company" shall include any successor to its business and/or Assets as aforesaid which executes and delivers the agreement provided for in this paragraph (a) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of Law.
(b) The Company acknowledges that this Agreement and the rights of the Holders hereunder (including (i) the right of the Holders to receive securities which are freely tradable and readily marketable and (ii) the non-taxable receipt by the Holders of Xxxxx Common Stock pursuant to the Merger and of Contingent Shares hereunder) are of major importance to the Holders and that each Holder is justified in believing and assuming that the Company will not voluntarily undertake or complete any Prohibited Transaction. The Company expressly agrees that, without the prior written consent of the Majority Holders, it will not undertake or complete any Prohibited Transaction. As used herein, "Prohibited Transaction" means (A) any reorganization of the Company or any consolidation or merger of the Company with or into another entity, (B) any recapitalization, reclassification or change in the capital structure of the Company, (C) any partial or complete liquidation, dissolution or winding up of the affairs of the Company or (D) any other transaction or event if, in any such case and for any reason, (i) the Company or any successor to the Company shall be incapable of, or restricted or prohibited from, delivering (on a timely basis) freely tradable and readily marketable securities comparable to the Contingent Shares or the Contingent Preferred Shares (as applicable) hereunder or (ii) such transaction or event could reasonably be expected to have a prejudicial effect on the Holders with respect to their non-taxable receipt of securities pursuant to the Merger Agreement or this Agreement.
(c) In ...
Consolidations, Mergers, etc. (a) The Borrower will not dissolve or liquidate.
(b) The Borrower will not merge or amalgamate with or into, or consolidate with, any other Person; provided that any Person may be merged or amalgamated with or into the Borrower if the Borrower is the surviving corporation and immediately after giving effect to such merger or amalgamation no Default would exist.
Consolidations, Mergers, etc. Neither Borrower shall, nor shall either Borrower permit any of its Material Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with such Borrower or such Material Subsidiary, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of such Borrower’s or such Material Subsidiary’s assets, or all or substantially all of the capital stock or other equity interests of any of such Borrower’s Material Subsidiaries that such Borrower beneficially owns (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing: (i) subject to clause (vi) below, any Person may merge into either Borrower in a transaction in which such Borrower is the surviving corporation, (ii) any Person may merge into any Material Subsidiary in a transaction in which the surviving entity is a Material Subsidiary or a Person that is a direct Subsidiary of either Borrower that such Borrower has, by written notice to the Administrative Agent, designated as a “Material Subsidiary” for all purposes of this Agreement, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to either Borrower or to another Subsidiary, (iv) this Section shall not prohibit any transaction that constitutes the sale, transfer, lease or other disposition of assets of either Borrower or any Material Subsidiary that is permitted by Section 9.14 and shall not permit any transaction that constitutes the sale, transfer, lease or other disposition of assets of either Borrower that is prohibited by Section 9.14, (v) any Material Subsidiary of either Borrower may enter into any such transaction with Ternium or any Subsidiary of Ternium if, prior to the consummation of such transaction, such Borrower delivers to the Administrative Agent a certificate demonstrating in reasonable detail that, after giving pro forma effect to such transaction, (a) Free Cash Flow for the period of four consecutive fiscal quarters of the Borrowers ending on or most recently ended prior to the date such transaction is consummated would not have been reduced by more than 15% if such transaction had occurred on the first day of such period and (b) the sum of the percentage reductions referred to in the preceding clause (a) fo...
