Fundamental Changes and REIT Covenants Sample Clauses

Fundamental Changes and REIT Covenants. (a) Except for any such amendment that is required under any requirement of law imposed by any Governmental Authority or in order for the Borrower to qualify as a REIT under the Code, the Borrower shall not, and shall not permit any other Loan Party or any Subsidiary, to amend its Organizational Documents if such amendment, supplement, restatement or other modification could reasonably be expected to have a Material Adverse Effect.
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Fundamental Changes and REIT Covenants. (a) Except for any such amendment that is required under any requirement of law imposed by any Governmental Authority or in order for the Borrower to qualify as a REIT under the Code, the Borrower shall not, and shall not permit any other Loan Party or any Subsidiary, to amend its Organizational Documents, except in each case (i) upon at least ten Business Days' prior written notice to the Administrative Agent, and (ii) if the Administrative Agent notifies the Borrower within such ten-Business Day period that such amendment is, in Administrative Agent's reasonable judgment, a material amendment, with the prior written consent of the Required Lenders.
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Fundamental Changes and REIT Covenants. (a) Except for any such amendment (i) that is required under any requirement of Law imposed by any Governmental Authority or in order for the REIT Guarantor to qualify as a REIT under the Code, (ii) that is necessary to enable any Loan Document Party or Subsidiary to execute a Guaranty or Pledge Agreement as contemplated under Section 6.12 or Section 6.13; (iii) that is necessary to effectuate the REIT Conversion or any transaction permitted under Section 7.04 or Section 7.05 (as long as such amendments do not have an adverse effect on the Lenders or their rights hereunder); or (iv) that are described in Schedule 7.12 (as long as such amendments do not have an adverse effect on the Lenders or their rights hereunder), the Borrowers shall not, and shall not permit any other Loan Document Party or any Subsidiary, to amend its Organizational Documents (except for non-substantive amendments or technical amendments that do not have an adverse effect on the Lenders or their rights hereunder), except in each case (A) upon at least ten Business Days’ prior written notice to the Administrative Agent, and (B) if the Administrative Agent notifies the OP Borrower within such ten-Business Day period that such amendment is, in Administrative Agent’s reasonable judgment, a material amendment, with the prior written consent of the Required Lenders which consent will not be unreasonably withheld or delayed.
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Fundamental Changes and REIT Covenants. (i) Except for any such amendment (A) that is required under any requirement of Law imposed by any Governmental Authority or in order for the Guarantor to qualify as a REIT under the Code, (B) that is necessary to enable any Loan Document Party or Subsidiary to execute a Guaranty or Pledge Agreement as contemplated under Section 11(j) or Section 11(k) hereof, Section 6.12 or Section 6.13 of the Credit Agreement; (C) that is necessary to effectuate the REIT Conversion or any transaction permitted under Section 7.04 or Section 7.05 of the Credit Agreement (as long as such amendments do not have an adverse effect on the Guaranteed Parties or their rights hereunder); or (D) that are described in Schedule 7.12 to the Credit Agreement (as long as such amendments do not have an adverse effect on the Guaranteed Parties or their rights hereunder), the Guarantor shall not, and shall not permit any Subsidiary of the Guarantor, to amend its Organizational Documents (except for non-substantive amendments or technical amendments that do not have an adverse effect on the Guaranteed Parties or their rights hereunder), except in each case (Y) upon at least ten Business Days’ prior written notice to the Administrative Agent, and (Z) if the Administrative Agent notifies the Guarantor within such ten-Business Day period that such amendment is, in Administrative Form of Guaranty (REIT Guarantor) Agent’s reasonable judgment, a material amendment, with the prior written consent of the Required Lenders which consent will not be unreasonably withheld or delayed.
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Related to Fundamental Changes and REIT Covenants

  • Restriction on Fundamental Changes; Asset Sales Company shall not, and shall not permit any of its Subsidiaries to, alter the corporate, capital or legal structure of Company or any of its Subsidiaries, or enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor), transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, property or assets (including its notes or receivables and Capital Stock of a Subsidiary, whether newly issued or outstanding), whether now owned or hereafter acquired, except:

  • Restrictions on Fundamental Changes (a) Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Stock.

  • Limitations on Fundamental Changes Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets except:

  • Fundamental Changes and Acquisitions Such Obligor will not, and will not permit any of its Subsidiaries to, (i) enter into any transaction of merger, amalgamation or consolidation (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or (iii) make any Acquisition or otherwise acquire any business or substantially all the property from, or capital stock of, or be a party to any acquisition of, any Person, except:

  • Fundamental Changes; Dispositions (i) Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that (A) any Loan Party may be merged, consolidated or amalgamated with any Borrower so long as a Borrower is the surviving entity, (B) any Loan Party that is not a Borrower may be merged, consolidated or amalgamated with another Loan Party that is not a Borrower, (C) any wholly-owned Subsidiary of any Loan Party that is not a Loan Party may be merged, consolidated or amalgamated with any Loan Party so long as a Loan Party is the surviving entity and (D) any wholly-owned Subsidiary of a Loan Party that is not a Loan Party may merge, consolidate or amalgamate with another wholly-owned Subsidiary of a Loan Party that is not a Loan Party, in each case so long as (I) no other provision of this Agreement would be violated thereby, (II) the Administrative Borrower gives the Agents at least 30 days’ prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited to, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (III) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (IV) the Lenders’ rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamation; and

  • Restriction on Fundamental Changes Neither the Company nor any of its Subsidiaries shall enter into any merger or consolidation, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or substantially all of the Company’s or any such Subsidiary’s business or property, whether now or hereafter acquired, except (i) transactions permitted under Sections 6.02 or 6.06) (including the liquidation, winding up or dissolution of a Subsidiary in connection with a transaction permitted under Section 6.02), (ii) a Subsidiary of the Company may be merged into, liquidated into or consolidated with the Company (in which case the Company shall be the surviving corporation) or any wholly-owned Subsidiary of the Company; provided if (x) a Subsidiary Borrower is merged into, liquidated into or consolidated with another Subsidiary of the Company, the surviving Subsidiary shall be (or shall concurrently become) the Subsidiary Borrower, and (y) a Subsidiary Guarantor is merged into, liquidated into or consolidated with another Subsidiary of the Company, the surviving Subsidiary shall also be or shall become a Subsidiary Guarantor to the extent required under Section 6.11 or 6.17 hereunder, and (iii) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, any Person (other than the Company or any of its Subsidiaries) may merge or consolidate with the Company or any of its Subsidiaries in connection with a Permitted Acquisition; provided that any such merger or consolidation involving (A) the Company must result in the Company as the surviving entity, (B) subject to the preceding clause (A), a Subsidiary Borrower must result in such Subsidiary Borrower as the surviving entity and (C) subject to the preceding clauses (A) and (B), a Subsidiary Guarantor must result in such Subsidiary Guarantor as the surviving entity.

  • Fundamental Changes 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:

  • Prohibition of Fundamental Changes Seller shall not enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution) or sell all or substantially all of its assets; provided, that Seller may merge or consolidate with (a) any wholly owned subsidiary of Seller, or (b) any other Person if Seller is the surviving corporation; and provided further, that if after giving effect thereto, no Default would exist hereunder.

  • Fundamental Changes and Asset Sales (a) The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets (including pursuant to a Sale and Leaseback Transaction), or any of the Equity Interests of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:

  • Limitation on Fundamental Changes Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that:

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