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. Other than the Acquisition, the Borrower 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, if applicable, sell or assign, with or without recourse, any receivables.
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. (a) None of the Loan Parties shall recapitalize, consolidate with, merge with, or otherwise acquire all or substantially all of the assets or properties of any other Person (or a division thereof), form or acquire any Subsidiaries or enter into any agreement with respect to any of the foregoing, except for Permitted Acquisitions and except that upon not less than five (5) Business Days prior written notice to Agent, and so long as no Default has then occurred and is continuing or would result therefrom:
(i) any Borrower may merge with any other Borrower and any Subsidiary Guarantor may merge with any Borrower, provided that the applicable Borrower shall be the continuing or surviving corporation;
(ii) any Subsidiary Guarantor may merge with any other Subsidiary Guarantor; and
(iii) any German Subsidiary may merge with any other German Subsidiary. Notwithstanding the foregoing, no Loan Party shall merge with the Company.
(b) Any Obligor may acquire the assets or all of the capital stock of a Person engaged in the same line of business as the Loan Parties to the extent such acquisition is approved by Agent (in its sole discretion) or otherwise satisfies each of the following conditions (any such acquisition being referred to as a "Permitted Acquisition"):
(i) None of the Loan Parties shall incur or assume any Indebtedness in connection with any such acquisition except for Indebtedness permitted to be incurred or assumed under subsection 8.2. No earn-out or similar payment obligations shall be incurred in connection with such Permitted Acquisition unless approved by Agent;
(ii) The sum of all amounts paid or payable by Obligors in connection with such acquisitions (including without limitation, purchase price amounts, non-compete payments and transaction costs) shall not exceed (1) $5,000,000 for any such single acquisition or series of related acquisitions and (2) $10,000,000 in the aggregate for all such acquisitions during the term of this Agreement;
(iii) Before and after giving effect to any such acquisition, no Unmatured Default or Default shall have occurred and be continuing;
(iv) After giving effect to any such acquisition, Obligors shall be in compliance on a pro forma basis with the financial covenants set forth in subsection 8.18, recomputed for the most recent fiscal quarter for which financial statements have been delivered;
(v) Upon consummation of any such acquisition, Agent, on behalf of Lenders, shall have a perfected first priority Lien upo...
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. 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. Other than (a) Acquisitions consummated in compliance with the terms set forth on Exhibit C hereto and (b) mergers or consolidations between or among the Parent and any other Borrower, Borrower shall not be a party to any merger, recapitalization, 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, assign or lease all or any substantial part of its assets or property, or sell or assign, with or without recourse, any receivables.
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. 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.
