Disposal of Property; Mergers; Acquisitions; Reorganizations Sample Clauses

Disposal of Property; Mergers; Acquisitions; Reorganizations. (a) Except as provided in paragraphs (b), (c), (d) and (e) below, the Borrower shall not, and shall not permit any of its Subsidiaries to, (i) dissolve or liquidate; (ii) sell, lease, transfer or otherwise dispose of any material portion of its properties and assets to any Person except for (A) the disposition of assets in the ordinary course of business in an aggregate amount not to exceed $1,000,000 in any transaction or related series of transactions, (B) the disposition of any asset which, in the good faith exercise of its business judgment, the Borrower determines is no longer useful in the conduct of its or its Subsidiaries' business and (C) other sales expressly permitted pursuant to Section 8.10(c) below; (iii) be a party to any consolidation, merger, recapitalization or other form of reorganization; (iv) make any acquisition of all or substantially all the assets of any Person, or of a business division or line of business of any Person, or of any other assets constituting a going business; (v) create, acquire or hold any Subsidiary (other than the Subsidiaries of the Borrower as of the date of this Agreement and the receipt of the stock of Gadsden from the trustee pursuant to the Trust Agreement), or (vi) be or become a party to any joint venture or other partnership.
Sample 1
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Disposal of Property; Mergers; Acquisitions; Reorganizations. (a) Except as expressly permitted pursuant to Section 8.10(b), Section 8.10(c) or Section 8.11, neither Borrower shall, and neither Borrower shall permit any of its Subsidiaries to, (i) dissolve or liquidate; (ii) sell, lease, transfer or otherwise dispose of any material portion of its properties or assets to any Person; (iii) be a party to any consolidation, merger, recapitalization or other form of reorganization; (iv) make any acquisition of all or 77 substantially all the assets of any Person, or of a business division or line of business of any Person, or of any other assets constituting a going business; (v) create, acquire or hold any Subsidiary; or (vi) be or become a party to any joint venture or other partnership.
Sample 1
Disposal of Property; Mergers; Acquisitions; Reorganizations. (a) Except as provided in paragraphs (b) and (c) below, the Borrower shall not, and shall not permit any of its Subsidiaries to, (i) dissolve or liquidate; (ii) make any Asset Sale, except for (A) Asset Sales in the ordinary course of business in an aggregate amount not to exceed $1,000,000 in any transaction or related series of transactions, and (B) the disposition of substantially all of the assets of the Porta Phone Business, so long as in each such case the Borrower has complied with the provisions of Section 2.7(b)(ii); (iii) be a party to any consolidation, merger, recapitalization or other form of reorganization; (iv) make any acquisition of all or substantially all the assets of any Person, or of a business division or line of business of any Person, or of any other assets constituting a going business; (v) create, acquire or hold any Subsidiary (other than Subsidiaries existing on the date hereof and Subsidiaries created pursuant to Permitted Acquisitions); or (vi) be or become a party to any joint venture or other partnership.
Sample 1
Disposal of Property; Mergers; Acquisitions; Reorganizations. (a) Except as provided in Sections 7.9(b), 7.9(c) and 7.9(d), Trendwest shall not, and shall not permit any of its Subsidiaries to, (i) dissolve or liquidate, (ii) sell, lease, transfer or otherwise dispose of any material portion of its properties and assets to any Person, except for (A) the contribution or cash sale of Notes Receivable, on arms-length terms, to any Special Purpose Funding Corporation pursuant to Note Purchase Facilities, (B) the sale of all or any portion of MountainStar, (C) dispositions the aggregate Dollar value of which does not exceed 5% of Consolidated Net Worth, and (D) the sale of any asset that Trendwest, in the good faith exercise of its business judgment, determines is no longer useful in its operations if such asset is replaced with a comparable asset of equal or greater value or if the value of such disposed asset, together with the value of all other assets disposed of by Trendwest and its Subsidiaries in the prior twelve-month period and not replaced, is not material in amount, (iii) be a party to any consolidation, merger, recapitalization or other form of reorganization, (iv) make any acquisition of all or substantially all the assets of any Person, or of a business division or line of business of any Person, or of any other assets constituting a going business, (v) create or acquire any Subsidiary, or (vi) be or become a party to any joint venture or partnership.
Sample 1
Disposal of Property; Mergers; Acquisitions; Reorganizations. The ------------------------------------------------------------ Borrower shall not, and shall not permit any of its Subsidiaries to, (a) dissolve or liquidate; (b) sell, lease, transfer or otherwise dispose of any material portion of its properties and assets to any Person, except for (i) the disposition of assets in the ordinary course of business in an aggregate amount not to exceed $1,000,000 in any transaction or series of related transactions, or (ii) the disposition of any asset which, in the good faith exercise of its business judgment, the Borrower determines is no longer useful in the conduct of its or its Subsidiaries' business; (c) be a party to any consolidation, merger, recapitalization or other form of reorganization; (d) make any acquisition of all or substantially all the assets of any Person, or of a business division or line of business of any Person, or of any other assets constituting a business as a going concern without the prior written consent of the Bank which shall not be unreasonably withheld; (e) create, acquire or hold any Subsidiary (other than the Subsidiaries of the Borrower existing as of the date hereof); or (f) be or become a party to any joint venture or other partnership without the prior written consent of the Bank which shall not be unreasonably withheld.
Sample 1
Disposal of Property; Mergers; Acquisitions; Reorganizations. (a) Except as provided in paragraph (b) below, the Parent and the Borrower shall not, and shall not permit any of its Subsidiaries to, (i) dissolve or liquidate (except that a Subsidiary of the Borrower may liquidate into a wholly owned Subsidiary of the Borrower); (ii) sell, lease, transfer or otherwise dispose of any material portion of its properties and assets to any Person (other than a wholly owned Subsidiary of the Borrower), except for (A) the disposition of assets in the ordinary course of business in an aggregate amount not to exceed $10,000,000 for all Loan Parties in any transaction or related series of transactions, (B) the disposition of any asset which, in the good faith exercise of its business judgment, the Borrower determines is no longer useful in the conduct of its or its Subsidiaries' business, (C) the exchange of a Station in connection with a Permitted Acquisition, subject to the satisfaction of the provisions of Section 2.7(b)(iii), (D) Capital Distributions permitted to be made pursuant to Section 8.9(a), and (E) the liquidation or merger into the Borrower of a wholly owned Subsidiary that has no material liabilities and no material assets other than the capital stock or other equity interests in a wholly owned Subsidiary of the Borrower; (iii) be a party to any consolidation, merger, recapitalization -66- 75 or other form of reorganization (except that a Subsidiary may merge into a wholly owned Subsidiary of the Borrower); (iv) make any acquisition of all or substantially all the assets of any Person, or of a business division or line of business of any Person, or of any other assets constituting a going business; (v) create or acquire any Subsidiary (except as permitted in Section 7.14), or (vi) be or become a party to any joint venture or other partnership except as set forth on Schedule 8.10 attached hereto or permitted pursuant to Section 8.11.
Sample 1

Related to Disposal of Property; Mergers; Acquisitions; Reorganizations

  • Mergers, Acquisitions Merge or consolidate with any Person (whether or not the Company is the surviving entity), except a Subsidiary may consolidate with, or merge into, the Company or another Subsidiary, or, except as permitted by subsection 7.9(f), acquire all or substantially all of the assets or any of the capital stock of any Person.

  • Liquidations, Mergers, Consolidations, Acquisitions Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person, provided that

  • Mergers, Acquisitions, Etc Merge or consolidate with any other entity or acquire all or a material part of the assets of any person or entity, or form or create any new Subsidiary or affiliate, or commence operations under any other name, organization, or entity, including any joint venture.

  • Mergers; Consolidations; Acquisitions Merge or consolidate, or permit any Subsidiary of Borrower to merge or consolidate, with any Person; nor acquire, nor permit any of its Subsidiaries to acquire, all or any substantial part of the Properties of any Person.

  • Mergers, Acquisition, Sales, etc The Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless:

  • Mergers, Acquisitions, Sales, etc The Borrower will not be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, or, sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any Loan, Contracts, Related Security or other Collateral or any interest therein (other than pursuant to and in accordance with the Transaction Documents).

  • Consolidation and Merger; Asset Acquisitions The Borrower will not consolidate with or merge into any Person, or permit any other Person to merge into it, or acquire (in a transaction analogous in purpose or effect to a consolidation or merger) all or substantially all the assets of any other Person.

  • Investments; Acquisitions Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, or acquire, by purchase or otherwise, all or substantially all the business, property or fixed assets of, or Capital Stock of any Person, or any division or line of business of any Person except:

  • Hostile Acquisitions Directly or indirectly use the proceeds of any Loan in connection with the acquisition of part or all of a voting interest of five percent (5%) or more in any corporation or other business entity if such acquisition is opposed by the board of directors of such corporation or business entity.

  • Capital Adjustments and Reorganizations The existence of the Restricted Shares shall not affect in any way the right or power of the Company or any company the stock of which is awarded pursuant to this Agreement to make or authorize any adjustment, recapitalization, reorganization or other change in its capital structure or its business, engage in any merger or consolidation, issue any debt or equity securities, dissolve or liquidate, or sell, lease, exchange or otherwise dispose of all or any part of its assets or business, or engage in any other corporate act or proceeding.

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