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Consolidations, Mergers, Sales of Assets, Issuance and Sale of Equity Sample Clauses

Consolidations, Mergers, Sales of Assets, Issuance and Sale of Equity. (a) Dissolve, terminate or liquidate or, without the prior written consent of the Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed, consolidate with or merge with or into any other Person, (b) issue, sell, lease, transfer or assign to any Persons or otherwise dispose of (whether in one transaction or a series of transactions) any portion of its assets (whether now owned or hereafter acquired), including, without limitation, any securities, membership or partnership interests, or other interests of any kind in any other Loan Party or Borrower Subsidiary, directly or indirectly (whether by the issuance of rights of, options or warrants for, or securities convertible into, any such security, membership or partnership interests or other interests of any kind), (c) permit another Person to merge with or into it, (d) acquire all or substantially all the capital stock, membership or partnership interests or assets of any other Person, or (e) take any action which could have the effect, directly or indirectly, of diluting the economic interest of any Loan Party in any other Loan Party or Borrower Subsidiary; except the following:
Consolidations, Mergers, Sales of Assets, Issuance and Sale of Equity. (i) Dissolve, terminate, liquidate, consolidate with or merge with or into any other Person, (ii) issue, sell, lease, transfer or assign to any Persons or otherwise dispose of (whether in one transaction or a series of transactions) any portion of its assets (whether now owned or hereafter acquired), including, without limitation, any securities, membership or partnership interests, or other interests of any kind in any other Loan Party or Borrower Subsidiary, directly or indirectly (whether by the issuance of rights of, options or warrants for, or securities convertible into, any such security, membership or partnership interests or other interests of any kind), (iii) permit another Person to merge with or into it, (iv) acquire all or substantially all the capital stock, membership or partnership interests or assets of any other Person, or (v) take any action which could have the effect, directly or indirectly, of diluting the economic interest of any Loan Party in any other Loan Party or Borrower Subsidiary; except the following: 8.3.1 Transfers pursuant to the Security Documents and other agreements in favor of Administrative Agent for the ratable benefit of the Lenders; 8.3.2 Any such dissolution, liquidation, or termination which does not involve a Loan Party; 8.3.3 With the prior written consent of the Administrative Agent, such consent not to be unreasonably withheld or delayed, any consolidation, merger, or issuance so long as the Borrower is the surviving entity, provided that (w) no Event of Default is continuing before or after giving effect thereto, (x) the Borrower will be in compliance with the Financial Covenants considering the consequences of such event, (y) no such event shall cause a Change of Control, and (z) except as otherwise approved by the Administrative Agent, each Borrowing Base Property Owner will continue to be a Wholly-Owned Subsidiary of the Borrower, CSC or a JV Entity; 8.3.4 Sales of any Borrowing Base Property, provided the Release Conditions are satisfied with respect thereto; 8.3.5 Leases of all or any portion of any Borrowing Base Property which either (i) are permitted by the terms of this Agreement without Administrative Agent’s consent or approval or (ii) are approved as provided for in this Loan Agreement;. 8.3.6 Sales, transfers or assignments of other assets of the Borrower, any Loan Party or any Borrower Subsidiary which are not within the Collateral, provided that the Borrower will be in compliance with the Fina...
Consolidations, Mergers, Sales of Assets, Issuance and Sale of Equity. (a) Dissolve, terminate, liquidate, consolidate with or merge with or into any other Person, (b) issue, sell, lease, transfer or assign to any Persons or otherwise dispose of (whether in one transaction or a series of transactions) any portion of its assets (whether now owned or hereafter acquired), including, without limitation, any securities, membership or partnership interests, or other interests of any kind in any other Loan Party or Borrower Subsidiary, directly or indirectly (whether by the issuance of rights of, options or warrants for, or securities convertible into, any such security, membership or partnership interests or other interests of any kind), (c) permit another Person to merge with or into it, (d) acquire all or substantially all the capital stock, membership or partnership interests or assets of any other Person, or (e) take any action which could have the effect, directly or indirectly, of diluting the economic interest of any Loan Party in any other Loan Party or Borrower Subsidiary; except the following:
Consolidations, Mergers, Sales of Assets, Issuance and Sale of Equity. (a) With respect to any Loan Party, dissolve, terminate or liquidate, (b) with respect to CRT, Borrower and the Collateral Property Owners only, without the prior written consent of the Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed, and except as contemplated by the Merger Agreement, consolidate with or merge with or into any other Person, (c) with respect to CRT, the Borrower and their Subsidiaries only, issue, sell, lease, transfer or assign to any Persons or otherwise dispose of (whether in one transaction or a series of transactions) any portion of its assets (whether now owned or hereafter acquired), including, without limitation, any securities, membership or partnership interests, or other interests of any kind in Borrower or any Borrower Subsidiary (including by way of Division), directly or indirectly (whether by the issuance of rights of, options or warrants for, or securities convertible into, any such security, membership or partnership interests or other interests of any kind), (d) with respect to CRT, the Borrower and their Subsidiaries only, permit another Person to merge with or into it, (e) with respect to CRT, the Borrower and their Subsidiaries only, acquire all or substantially all the capital stock, membership or partnership interests or assets of any other Person; or (f) with respect to CRT, the Borrower and their Subsidiaries only, take any action which could have the effect, directly or indirectly, of diluting the economic interest of any CRT or Borrower in any other Loan Party or Borrower Subsidiary; except the following:
Consolidations, Mergers, Sales of Assets, Issuance and Sale of Equity. (i) Dissolve, terminate, liquidate, consolidate with or merge with or into any other Person, (ii) issue, sell, lease, transfer or assign to any Persons or otherwise dispose of (whether in one transaction or a series of transactions) any portion of its assets (whether now owned or hereafter acquired) or any equity interests in itself, including, without limitation, any securities, membership or partnership interests, or other interests of any kind in itself or any other Loan Party, directly or indirectly (whether by the issuance of rights of, options or warrants for, or securities convertible into, any such security, membership or partnership interests or other interests of any kind), (iii) permit another Person to merge with or into it, (iv) acquire all or substantially all the capital stock, membership or partnership interests or assets of any other Person, or (v) take any action which could have the effect, directly or indirectly, of diluting the economic interest of any holder of ownership interest in the Borrower or any holder of the Common Interests in the Shelbourne OP or the holder of any ownership interest in any other Loan Party; except the following (but only to the consistent with, or allowed under, the Plan of Liquidation): 8.3.1 Transfers pursuant to the Security Documents and other agreements in favor of Agent on behalf of the Lenders; 8.3.2 Any such dissolution, liquidation, or termination which does not involve a Loan Party; 8.3.3 Any consolidation, merger, transfer or sale between and among Loan Parties; provided that (x) the Borrower will be in compliance with the Financial Covenants considering the consequences of such event, (y) no such event shall cause a Change of Control, and (z) each Collateral Property Owner will continue to be a Wholly-Owned Subsidiary of Shelbourne OP, Shelbourne GP, or Shelbourne REIT; 8.3.4 Sales of any Collateral Property, provided the Release Conditions are satisfied with respect thereto; 8.3.5 Leases of all or any portion of any Collateral Property which either (i) are permitted by the terms of this Agreement without Agent's or Lenders' consent or approval or (ii) are approved as provided for in this Loan Agreement;. 8.3.6 Sales, leases, transfers or assignments of Non-Collateral Individual Properties or other assets of any Shelbourne Entity which are not within the Collateral, provided that the Borrower will be in compliance with the Financial Covenants considering the consequences of the sale; 8.3.7 Sales ...
Consolidations, Mergers, Sales of Assets, Issuance and Sale of Equity. (i) Dissolve, terminate, liquidate, consolidate with or merge with or into any other Person, (ii) issue, sell, triple net lease, transfer or assign to any Persons or otherwise dispose of (whether in one transaction or a series of transactions) the Property (or any portion thereof) or portion of its assets (whether now owned or hereafter acquired) or any direct or indirect interest therein, (iii) withdraw from or resign as general partner or managing member of any Person, including, without limitation, any withdrawal or resignation of: (x) the Borrower as the sole member of the Property Owner, or (y) a MARC Principal as a member, partner or stockholder of the Borrower, (iv) permit another Person to merge with or into it, (v) acquire all or substantially all the capital stock, membership or partnership interests or assets of any other Person, or (vi) take any action which could have the effect, directly or indirectly, of diluting the economic interest of the current members of the Borrower in the Borrower or the Property Owner to less than 100%; except a transfer by a current member of the Borrower of its interest in the Borrower to a Permitted Transferee.
Consolidations, Mergers, Sales of Assets, Issuance and Sale of Equity. (i) Dissolve, terminate, liquidate, consolidate with or merge with or into any other Person, (ii) issue, sell, lease, transfer or assign to any Persons or otherwise dispose of (whether in one transaction or a series of transactions) any portion of its assets (whether now owned or hereafter acquired), including, without limitation, any securities, membership or partnership interests, or other interests of any kind in any other Loan Party or Borrower Subsidiary, directly or indirectly (whether by the issuance of rights of, options or warrants for, or securities convertible into, any such security, membership or partnership interests or other interests of any kind), (iii) withdraw from or resign as general partner or managing member of any Person, including, without limitation, any withdrawal or resignation of: the REIT as general partner of the Borrower, (iv) permit another Person to merge with or into it, or (v) take any action which could have the effect, directly or indirectly, of diluting the economic interest of any Loan Party in any of the Collateral; except the following: 8.3.1 Transfers pursuant to the Security Documents and other agreements in favor of Agent on behalf of the Lenders; 8.3.2 Transfers or mergers to facilitate a Permitted Investment (to the extent required, the Agent shall release any security interest which it may have thereon to effectuate such transfer or merger);
Consolidations, Mergers, Sales of Assets, Issuance and Sale of Equity. (i) Dissolve, terminate, liquidate, consolidate with or merge with or into any other Person, (ii) take any action which could have the effect, directly or indirectly, of diluting the economic interest of any T-Two Loan Party in any other T-Two Loan Party; except the following: (a) Transfers pursuant to the T-Two Security Documents and other agreements in favor of Administrative Agent on behalf of the Lenders; (b) Transfers or mergers to facilitate a T-Two Permitted Investment (to the extent required, the Administrative Agent shall release any security interest which it may have thereon to effectuate such transfer or merger); (c) Mergers, consolidations, transfers and sales between and among T-Two Loan Parties of partnership interests, membership interests or capital stock, so long as after giving effect to any such merger, consolidation, transfer or sale, the Administrative Agent shall have a security interest, directly or through its security interest in the partnership interests, membership interests or capital stock of another T-Two Loan Party, in the partnership interests, membership interests or capital stock of the T-Two Loan Party which is the survivor of such merger or consolidation or the recipient of such partnership interests, membership interests or capital stock transferred and/or sold; provided that in no event may any such merger, consolidation, transfer or sale cause a Change of Control or otherwise adversely affect the interests of the Administrative Agent and/or the Lenders, as determined solely by the Administrative Agent; (d) Sales or dispositions in the ordinary course of business of worn, obsolete or damaged items of personal property or fixtures which are suitably replaced (to the extent required, the Administrative Agent shall release any security interest which it may have thereon to effectuate such sale or disposition); and (e) Transactions, whether outright or as security, for which Administrative Agent’s prior written consent has been obtained.
Consolidations, Mergers, Sales of Assets, Issuance and Sale of Equity. (i) Dissolve, terminate, liquidate, consolidate with or merge with or into any other Person, (ii) issue, sell, lease, transfer or assign to any Persons or otherwise dispose of (whether in one transaction or a series of transactions) any portion of its assets (whether now owned or hereafter acquired), including, without limitation, any securities, membership or partnership interests, or other interests of any kind in any other Loan Party or Borrower Subsidiary, directly or indirectly (whether by the issuance of rights of, options or warrants for, or securities convertible into, any such security, membership or partnership interests or other interests of any kind), (iii) withdraw from or resign as general partner or managing member of any Person, including, without limitation, any withdrawal or resignation of: (x) Park Plaza as the sole member of the Borrower, or (y) FT-FIN GP as the general partner of a Borrower Partnership, (iv) permit another Person to merge with or into it, (v) acquire all or substantially all the capital stock, membership or partnership interests or assets of any other Person, or (vi) take any action which could have the effect, directly or indirectly, of diluting the economic interest of any Loan Party in any other Loan Party or Borrower Subsidiary; except the following: 8.3.1 Transfers pursuant to the Security Documents and other agreements in favor of Agent on behalf of the Lenders; 8.3.2 Transfers or mergers to facilitate a Permitted Investment (to the extent required, the Agent shall release any security interest which it may have thereon to effectuate such transfer or merger);
Consolidations, Mergers, Sales of Assets, Issuance and Sale of Equity. Except as necessary to complete the IPO, (i) Dissolve, terminate, liquidate, consolidate with or merge with or into any other Person, (ii) issue, sell, lease, transfer or assign to any Persons or otherwise dispose of (whether in one transaction or a series of transactions) any portion of its assets (whether now owned or hereafter acquired), including, without limitation, any securities, membership or partnership interests, or other interests of any kind in any other NMLP Loan Party (except the Excepted Loan Parties) or NMLP Subsidiary, directly or indirectly (whether by the issuance of rights of, options or warrants for, or securities convertible into, any such security, membership or partnership interests or other interests of any kind), (iii) withdraw from or resign as general partner or managing member of any Person, including, without limitation, any withdrawal or resignation of: (x) NMLP GP as the general partner of the NMLP, (y) any NMLP Partnership GP as the general partner of a NMLP Partnership, or (z) the general partner of each Other Partnership, which general partner is subject to the control, directly and indirectly, of Xxxxxxx XX LLC, (iv) permit another Person to merge with or into it, (v) acquire all or substantially all the capital stock, membership or partnership interests or assets of any other Person, or (vi) take any action which could have the effect, directly or indirectly, of diluting the economic interest of any NMLP Loan Party (except the Excepted Loan Parties) in any other NMLP Loan Party (except the Excepted Loan Parties) or NMLP Subsidiary; except the following: (a) Transfers pursuant to the NMLP Security Documents and other agreements in favor of Administrative Agent on behalf of the Lenders; (b) Transfers pursuant to the Integrated Documents; (c) Transfers or mergers to facilitate a NMLP Permitted Investment (to the extent required, the Administrative Agent shall release any security interest which it may have thereon to effectuate such transfer or merger); (d) Mergers of any Other Partnership into a NMLP Partnership in accordance with the terms and conditions hereof; (e) Mergers, consolidations, transfers and sales between and among NMLP Loan Parties (except the Excepted Loan Parties) of partnership interests, membership interests or capital stock, so long as after giving effect to any such merger, consolidation, transfer or sale, the Administrative Agent shall have a security interest, directly or through its security intere...