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Dissolution; Merger or Consolidation Sample Clauses

Dissolution; Merger or Consolidation. Dissolve, terminate, liquidate, merge with or consolidate into another Person.
Dissolution; Merger or ConsolidationNeither Borrower nor, if applicable, any Single-Purpose Equityholder shall dissolve, terminate, liquidate, merge with or consolidate into another Person without first causing the Loan to be assumed by a Qualified Successor Borrower pursuant to Section 2.2.
Dissolution; Merger or Consolidation. No Borrower shall dissolve, liquidate, merge with or consolidate into another Person, unless such Borrower is the surviving Person.
Dissolution; Merger or Consolidation. No Required SPE shall dissolve, terminate, liquidate, merge with or consolidate into another Person without first causing the Loan to be assumed by a Successor Borrower pursuant to Section 2.2.
Dissolution; Merger or Consolidation. If the Company shall at any time be merged or consolidated into or with any other corporation or corporations or if substantially all the assets of the Company are sold or otherwise transferred to another corporation or party, the provisions of this Agreement shall be binding upon and inure to the benefit of the corporation surviving or resulting from such merger or consolidation or to which such assets shall be sold or transferred, and this provision shall apply in the event of any subsequent sale, merger, consolidation or transfer.
Dissolution; Merger or Consolidation. If any Borrower is dissolved, merged or consolidated with any entity, or the transfer of a substantial part of the ownership or assets of any Borrower is made.
Dissolution; Merger or Consolidation. Each Borrower Party shall not, and shall not permit any Loan Party or Transfer Restricted Party to, dissolve, terminate, liquidate, merge with or consolidate into another Person.
Dissolution; Merger or Consolidation. No Required SPE shall dissolve, terminate, liquidate, merge with or consolidate into another Person.
Dissolution; Merger or ConsolidationBorrower shall ------------------------------------ not dissolve, terminate or liquidate. Borrower shall not merge or consolidate with or into any entity unless (A) the surviving or resulting entity shall be a corporation or partnership organized under the laws of the United States or any state thereof, (B) such entity shall expressly assume by written agreement, in form and substance satisfactory to Lender in Lender's sole discretion, the performance of all of Borrower's duties and oblations under this Agreement, the Global Note, and the Security Documents and (C) such entity shall be at least as creditworthy as Borrower, as determined by Lender in Lender's sole and absolute discretion. Notwithstanding the foregoing, Borrower shall not enter into or be subject to any transaction, and no direct or indirect change in the ownership structure of Borrower shall occur (whether or not within Borrower's control), if as a result thereof Xxxxx X. Xxxxxxx, Xxxx X. Xxxxx, and Xxxxxx Xxxx would no longer: (a) retain their present or comparable or more senior offices (Vice Chairman and Chairman of the Executive Committee; Chief Executive Officer and Vice Chairman; and Chairman of the Board, respectively) and directorships, and (b) in Lender's reasonable judgment, retain practical control of Borrower's business and operations.
Dissolution; Merger or Consolidation. Dissolve, terminate, liquidate, merge into or consolidate with another Person or permit any other Person to merge into or consolidate with Borrower. Notwithstanding the foregoing, Borrower shall be permitted to merge into or consolidate with another Person (or permit another Person to merge into or consolidate with Borrower) provided that (i) immediately after giving effect to such merger or consolidation, (A) the surviving or successor, as applicable, Person shall own all of the Collateral, (B) such Person shall be authorized and qualified to own real property and to conduct business in, and be in good standing under the laws of, the State of Nevada (to the extent required under applicable Legal Requirements), (C) such Person shall be controlled (as defined in the definition of Affiliate) by the Principal (or, in the case of the death or legal incapacity of the Principal, the applicable Person or Persons referenced in clause (ii) or (iii), as applicable of the definition of "Permitted Transfer"), (D) all of the ownership interests of, and voting rights with respect to, such Person shall be owned by the Persons that are, under the express terms of this Agreement, permitted to own ownership interests in, and voting rights with respect to, the Borrower, (E) such Person shall be a Single Purpose Entity and (F) all of the representations and warranties contained in the Loan Documents relating to the Borrower shall be true (with such changes, if any, as shall result from actions taken by the Borrower in accordance with the provisions of the Loan Documents or other events that do not constitute Defaults) (the "Surviving Entity"), (ii) Borrower shall give to the Administrative Agent at least thirty (30) days' prior written notice of such merger or consolidation (the "Merger Notice") and (iii) all of the following conditions shall be satisfied: