Consolidations, Mergers or Acquisitions. Without the prior written consent of the Lender, no Borrower shall be a party to any merger, consolidation, or exchange of stock or other equity, or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any other evidence of an equity interest in, or any partnership, limited liability company, or joint venture interest in, any other Person, or sell, transfer, convey or lease all or any substantial part of its assets or property, or sell or assign, with or without recourse, any receivables. No Borrower shall form or establish any subsidiary without the Lender’s prior written consent.
Consolidations, Mergers or Acquisitions. Borrower shall not recapitalize, consolidate with, merge with, or except for the Acquisition, otherwise acquire all or substantially all of the assets or properties of any other Person without prior written notice to Lender.
Consolidations, Mergers or Acquisitions. No Borrower shall be a party to any merger, consolidation, or exchange of stock or other equity, or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any other evidence of an equity interest in, or any partnership, limited liability company, or joint venture interest in, any other Person, or sell, transfer, convey or lease all or any substantial part of its assets or property, or sell or assign, with or without recourse, any receivables. No Borrower shall form or establish any subsidiary.
Consolidations, Mergers or Acquisitions. None of the Borrower nor any of its Subsidiaries shall recapitalize or consolidate with, merge with, or otherwise acquire all or substantially all of the assets or properties of any other Person; provided, however, that (a) any Subsidiary of the Borrower shall be permitted to consolidate or merge with (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person or (ii) any one or more other Subsidiaries of the Borrower, provided, that, in the event of a consolidation or merger with a Loan Party, the Loan Party shall be the continuing or surviving Person, and (b) the Borrower may make acquisitions, so long as no Default or Matured Default is then continuing or would occur as a result of such transaction, the Funded Debt to EBITDA Ratio on a pro forma basis after giving effect to such acquisition (based on assumptions and projections acceptable to the Agent) shall not exceed 2.50 to 1.00 and the Borrower shall otherwise be in pro forma compliance (based on assumptions and projections acceptable to the Agent) with the financial covenants set forth in Sections 9.16 and 9.18.
Consolidations, Mergers or Acquisitions. Borrower and its consolidated subsidiaries shall not enter into or execute any agreement to recapitalize or consolidate with, merge with, or otherwise acquire the assets or properties of any other Person except: (a) Borrower may acquire the assets of its consolidated subsidiaries or merge with its consolidated subsidiaries, provided that Borrower is the survivor of any such merger; (b) Borrower may acquire Inventory in the ordinary course of business, and (c) provided that no Matured Default has occurred and is continuing or would result thereby, Borrower may make other acquisitions or enter into other mergers, not to exceed $100,000,000 in the aggregate of exchange or transfer value in fiscal year 2008 of Borrower, and not to exceed $75,000,000 in the aggregate of exchange or transfer value in any fiscal year of Borrower thereafter, provided, in each case that Borrower is the survivor of any such merger.
Consolidations, Mergers or Acquisitions. The Real Estate Company shall not be a party to any merger, consolidation, or exchange of stock, or consummate an LLC Division, or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any other evidence of an equity interest in, or any partnership, limited liability company, or joint venture interest in, any other Person, or sell, transfer, convey or lease all or any substantial part of its assets or property, or sell or assign, with or without recourse, any receivables. Strawberry Fields shall not be a party to any merger, consolidation, or exchange of stock, or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any other evidence of an equity interest in, or any partnership, limited liability company, or joint venture interest in, any other Person, or sell, transfer, convey or lease all or any substantial part of its assets or property, or sell or assign, with or without recourse, any receivables unless Strawberry Fields LP shall maintain control after such transaction, and provided, such transaction does not result in a Change of Control. For the avoidance of doubt, Strawberry Fields LP may convert certain of its limited partnership shares to common stock.
Consolidations, Mergers or Acquisitions. Such Borrower shall not, and shall not permit any of its Subsidiaries to, recapitalize, consolidate with, merge with, or otherwise acquire all or substantially all of the assets or properties of any other Person or enter into any agreement with respect to any of the foregoing; provided, however, that (A) Rail may acquire (a "Stock Acquisition") one hundred percent (100%) of the stock of a corporation (an "Excluded Subsidiary") if (i) the only consideration paid for the stock of such Excluded Subsidiary is common stock issued by Rail, (ii) the consideration paid for such stock of such Excluded Subsidiary together with the consideration paid for all other Excluded Subsidiaries does not exceed twenty-five percent (25%) of the common stock of Rail outstanding immediately prior to consummation of such proposed acquisition, (iii) Rail does not assume, or in any way become directly or contingently liable for (by operation of law or otherwise), any of the debts or other obligations of such Excluded Subsidiary, (iv) no Default or Event of Default exists immediately prior to, or would exist immediately after, consummation of such acquisition of the stock of the Excluded Subsidiary, (v) each Lender has received written notice of such acquisition as soon as practicable, but in any event not less than five (5) Business Days prior to the consummation of such acquisition together with copies of all agreements, instruments and documents relating thereto, and (vi) on the date of consummation of such acquisition before consummation thereof, Rail delivers to each Lender a certificate dated such date and signed by the Chief Financial Officer of Rail stating that all of the conditions set forth in this Subsection 8.3(A) have been completely satisfied with respect to such acquisition; and (B) Rail may acquire all or substantially all of the assets of a going business concern (an "Asset Acquisition") if (i) Rail does not assume, or in any way become directly or contingently liable for (by operation of law or otherwise), any Contingent Obligations in connection with such Asset Acquisition which, individually or when aggregated with any Contingent Obligations assumed by Rail or for which Rail may be directly or contingently liable in connection with any other Assets Acquisitions, exceeds $5,000,000; (ii) no Default exists immediately prior to, or would exist immediately after, consummation of such Asset Acquisition; (iii) each Lender has received written notice of such Asset Acqui...
Consolidations, Mergers or Acquisitions. Borrower shall not recapitalize or consolidate with, merge with, or otherwise acquire (including by the formation or acquisition of a Subsidiary) all or substantially all of the assets or properties of any other Person, except: (a) a Borrower may acquire the assets of or merge with another Borrower; and (b) provided that no Matured Default has occurred and is continuing or would result thereby, (i) Borrower may make other acquisitions or enter into other mergers, not to exceed $2,000,000 in the aggregate of exchange or transfer value in any fiscal year of Borrower (excluding the $10,000,000 single acquisition permitted below) and (ii) Borrower may make other acquisitions or enter into other mergers, not to exceed $10,000,000 in the aggregate of exchange or transfer value in a single transaction in any one fiscal year of Borrower, subject to a pro forma Leverage Ratio not to exceed 2.50 to 1.0 after giving effect to the transaction, provided, in each case, that a merger involving Inventure, Inventure is the survivor of any such merger, and in the case of a merger involving any other Borrower, a Change of Control does not occur.
Consolidations, Mergers or Acquisitions. Section 10.2 of the Credit Agreement shall be and it hereby is amended and restated in its entirety to read as follows:
Consolidations, Mergers or Acquisitions. Borrower and its consolidated subsidiaries shall not enter into or execute any agreement to recapitalize or consolidate with, merge with, or otherwise enter into an Acquisition except: (a) Borrower may acquire the assets of its consolidated subsidiaries or merge with its consolidated subsidiaries, provided that Borrower is the survivor of any such merger; (b) Borrower may acquire Accounts and/or Inventory in the ordinary course of business, and (c) Permitted Acquisitions.
