Fundamental Changes; Acquisitions Sample Clauses
Fundamental Changes; Acquisitions. No Covenant Party shall, nor shall it permit any of its Restricted Subsidiaries to, consummate any (i) transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) or (ii) acquire by purchase or otherwise, the business, or stock or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, except:
(a) (i) any US Subsidiary may be merged with or into the Parent Borrower or any other US Subsidiary Credit Party, or, in each case, be liquidated, wound up or dissolved, or in each case, all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to the Parent Borrower or any other US Subsidiary Credit Party and (ii) any Foreign Subsidiary may amalgamate with or be merged with or into Parent Borrower, any US Subsidiary Credit Party or any Foreign Credit Party, or, in each case, be liquidated, wound up or dissolved, or in each case, all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Parent Borrower, any US Subsidiary Credit Party or any Foreign Credit Party; provided, in the case of such amalgamation or merger, such Borrower or such Guarantor Subsidiary, as applicable, shall be the continuing or surviving Person;
(b) Permitted Acquisitions, provided that either (i) any Person acquired in such Permitted Acquisition would constitute a US Subsidiary Credit Party in accordance with the terms hereof or the assets so acquired become subject to a Lien granted under a Collateral Document (other than a Foreign Collateral Document); (ii) the Payment Conditions are satisfied on a Pro Forma Basis or (iii) the consideration (including the value of any incentive, non-compete, consulting or other similar arrangements and other fixed contingent payments) paid by Parent Borrower or any US Subsidiary Credit Party in respect of a Permitted Acquisition of any Persons that, once acquired, would not constitute a US Subsidiary Credit Party, shall not exceed the amount available to be invested in Investments pursuant to Section 6.6(f)(iii); and provided further that the Credit Parties shall have complied with the requirements of Sections 5.11 and 5.18 upon the consummation of such Permitted Acquisition;
(c) any Subsidiary which is n...
Fundamental Changes; Acquisitions. (a) Form any subsidiary or otherwise change the capital structure or organization of the Companies from that set forth in Schedule 4.19, except (i) pursuant to the Permitted Restructurings and the Acquisition Restructurings and (ii) in connection with the formation of any Operating Subsidiary, Holding Company or License Company, as contemplated hereunder and in compliance with Section 2.01 and all other applicable provisions of the Loan Documents, as part of a Permitted Acquisition; (b) permit or suffer any amendment of its charter, partnership, or limited liability company documents which could have a Material Adverse Effect (it being expressly agreed that the inclusion in any such charter documents of any provision similar to those set forth in Section 102(b)(2) of Title 8 of the Delaware Code is prohibited under this Section); (c)
(i) dissolve, liquidate, consolidate with or merge with, or otherwise acquire any Station, or all or any substantial portion of the ownership interests or assets or properties of any corporation, partnership, limited liability company or other entity or (ii) acquire any other material assets, other than pursuant to (A) Permitted Acquisitions and Capital Expenditures permitted hereunder and (B) purchases of inventory and supplies in the ordinary course of business; (d) repurchase any shares of capital stock, partnership interests or membership interests; or (e) issue any additional shares of capital stock, membership interests or partnership interests, except for securities (i) in respect of which the issuing Company has no obligation to redeem or to pay cash distributions or dividends, (ii) the issuance of which does not result in an Event of Default and (iii) which shall have been collaterally assigned or pledged to the Agent as required hereunder.
(b) Notwithstanding the foregoing, the Companies may merge or consolidate with each other if (i) the surviving or resulting corporation in a merger involving the Borrower is the Borrower, (ii) the Lenders retain their collateral position and security interests contemplated by Section 2.01 and (iii) the Licenses with respect to the operation of the Stations remain- in the License Companies.
Fundamental Changes; Acquisitions. The Borrower and each Designated Borrower shall not: (a) merge, dissolve, liquidate or consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the assets of itself and its Subsidiaries (whether now owned or hereafter acquired), to or in favor of any Person; provided, however, that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (i) any Person may merge with or into or consolidate with the Borrower or a Designated Borrower, if the Borrower or a Designated Borrower is the surviving Person, and (ii) the Borrower or a Designated Borrower may (A) merge into any of its Subsidiaries for the purpose of effecting a change in its state of incorporation (if all Obligations shall have been assumed by such Subsidiary by operation of Law or through assumption documents satisfactory to the Administrative Agent), and (B) reincorporate in any other jurisdiction in the United States, but must in each case promptly notify the Administrative Agent thereof; or (b) make any Acquisition, unless at the time thereof and immediately after giving effect thereto no Event of Default under Section 8.01(a) or (f) shall have occurred and be continuing.
Fundamental Changes; Acquisitions. (a) (i) Form any Subsidiary (except, that, in connection herewith, will immediately become a Guarantor) or otherwise change the legal structure or organization of a Credit Party or any Subsidiary of a Credit Party in a manner materially adverse to the interests of any Secured Party; (ii) permit or suffer any amendment of its Organizational Documents (except for amendments of the schedule of ownership of any Credit Party in connection with any Permitted Acquisition or Disposition permitted by this Agreement) and other amendments that are not adverse to the interests of any Secured Party; (iii) dissolve, liquidate, consolidate with or merge with any other entity except for a merger of a Subsidiary of a Credit Party into a Credit Party (or an entity that will become a Credit Party immediately upon consummation of such merger); (iv) acquire all or substantially all of the ownership interests, assets or properties of any corporation, partnership or other Person or television broadcast station (an “Acquisition”), other than a Permitted Acquisition; or (v) change its state of incorporation, formation or organization.
(b) For purposes of this Agreement, “Permitted Acquisition” means an Acquisition by the Borrower or one of its Subsidiaries of all or substantially all of the ownership interests or assets or properties of any Person engaged in a Permitted Business or of any commercial broadcast television station (each, a “Target Entity”), or the entry into Local Marketing Agreements for commercial broadcast television stations located in the United States of America, subject to satisfaction of each of the following conditions:
Fundamental Changes; Acquisitions. The Borrower shall not: (a) merge, dissolve, liquidate or consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the assets of itself and its Subsidiaries (whether now owned or hereafter acquired), to or in favor of any Person; provided, however, that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (i) any Person may merge with or into or consolidate with the Borrower, if the Borrower is the surviving Person, and (ii) the Borrower may (A) merge into any of its Subsidiaries for the purpose of effecting a change in its state of incorporation (if all Obligations shall have been assumed by such Subsidiary by operation of Law or through assumption documents satisfactory to the Administrative Agent), and (B) reincorporate in any other jurisdiction in the United States, but must in each case promptly notify the Administrative Agent thereof; or
Fundamental Changes; Acquisitions. The Borrower shall not dissolve, wind up, liquidate, merge into or consolidate with, or suffer or permit itself to be merged into or consolidated with, any other corporation, or sell, convey or transfer all or substantially all of its assets to any person, firm or corporation and the Borrower shall not change its name without the prior written consent of the Lender, which shall not be unreasonably withheld. The Borrower shall not purchase or otherwise acquire the assets or equity interests of any other Person or Persons; provided, however, that the term "acquisition," as used in the sentence, shall not include the purchase of grain, inputs or inventory in the ordinary course of the Borrower's business. The Borrower will not engage in lines of business or operations unrelated to the current lines of business and operations conducted by the Borrower.
Fundamental Changes; Acquisitions. Borrower shall not dissolve, wind up, liquidate, merge into or consolidate with, or suffer or permit itself to be merged into or consolidated with, any other corporation, or sell, convey or transfer all or substantially all of its assets to any person, firm or corporation. Borrower shall not change its name without the prior written consent of the Agent. Borrower shall not purchase or otherwise acquire the assets or equity interests of any other Person or Persons; provided, however, that the term "acquisition," as used in the sentence, shall not include the purchase of grain, inputs or inventory in the ordinary course of Borrower's business.
Fundamental Changes; Acquisitions. Dissolve, liquidate, merge or consolidate with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person (including, without limitation, by the formation of any Subsidiary) other than Permitted Acquisitions and Investments of the type described in clause (f) of the definition of Permitted Investments; provided that any Subsidiary may dissolve or liquidate its assets in favor of a Loan Party or, in the case of any Subsidiary that is not a Loan Party, in favor of a Loan Party or other Subsidiary of Borrower.
Fundamental Changes; Acquisitions. (i) Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:
a. any Subsidiary may merge with (i) the Lessee, provided that the Lessee shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries;
b. any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution or otherwise) to the Lessee or to another Subsidiary; and
c. the Lessee may merge or consolidate with any other Person or sell all or substantially all of its assets to any Person, provided that:
(A) in the case of any merger or consolidation, either (1) the Lessee is the surviving corporation or (2) the surviving Person (x) is a solvent Person organized under the laws of a country member to the Organization for Economic Cooperation and Development, or Bermuda, Barbados or the Cayman Islands, and (y) assumes all of the obligations of the Lessee in a manner reasonably acceptable to the Administrative Agent and, if requested by the Administrative Agent, delivers one or more opinions of counsel from counsel reasonably acceptable to the Administrative Agent as to the enforceability of the Obligations against the surviving Person and such other matters as the Administrative Agent may reasonably request;
(B) in the case of any merger or consolidation, if the Lessee is not the surviving Person, or in the case of a disposition of all or substantially all of the Lessee’s assets, the surviving or acquiring Person, after giving effect to such merger or consolidation or such acquisition of the Lessee’s assets:
(1) shall have a rating of its unsecured and non-credit enhanced senior obligations of at least “BBB+” from S&P or “Baa1” from ▇▇▇▇▇’▇; provided that if such obligations are not rated by S&P or ▇▇▇▇▇’▇, the Lessee or the surviving or acquiring Person shall have presented evidence reasonably satisfactory to the Administrative Agent that such obligations are rated, pursuant to the internal scoring or rating procedures of an internationally recognized financial institution not an Affiliate of the Lessee, at a level not less than the equivalent of “BBB+” by S&P or “Baa1” by ▇▇▇▇▇’▇; and
(2) shall present an acceptable exposure to the Administrative Agent, in accordance with ...
Fundamental Changes; Acquisitions. (a) No Credit Party shall change its legal forms, amend its Organizational Documents in any material respect, file for protection under any Debtor Relief Laws, enter into any transaction of merger, amalgamation or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or acquire by purchase or otherwise the business, or stock or other evidence of beneficial ownership of, any Person or business unit of any Person, except:
(i) pursuant to a transaction permitted by Section 6.8 or Section 6.18;
(ii) Permitted Investments; or
(iii) in connection with any Permitted Restructuring Transaction.