Fundamental Changes; Acquisitions. No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, consummate any transaction of merger or consolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and capital expenditures in the ordinary course of business) the business, property or fixed assets of, 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:
Fundamental Changes; Acquisitions. (a) 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:
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.
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. 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. (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.
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. 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. Section 4.07.
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. (a) Holdings will not, and will not permit any of its Material Subsidiaries to, wind up, liquidate or dissolve its affairs, or enter into any transaction of merger or consolidation, or sell or otherwise dispose of all or substantially all of its assets to any other Person, provided that (x) Holdings may merge with another Person if (i) Holdings is the corporation surviving such merger and (ii) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and is continuing; (y) Subsidiaries of Holdings may merge with one another, provided that Holdings' ownership percentage of the surviving entity is at least equal to Holdings' ownership percentage of the Subsidiary party to such merger in which Holdings owns the greater percentage equity interest prior to such merger; and (z) the Transaction shall be permitted.
