Fundamental Changes; Asset Sales. (a) The Borrowers will not, and will not permit any other Loan Party or its Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing and all representations and warranties contained in this Agreement shall be true and correct in all material respects (i) any Borrower may merge into any other Borrower, provided that in the event the Administrative Borrower is party to such merger it shall be the surviving entity, and (ii) any Loan Party (other than ICD or any Borrower) may merge into (1) any Borrower in a transaction in which the Borrower is the surviving entity or (2) any other Loan Party (other than ICD or any Borrower); provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.
(b) The Borrowers will not, and will not permit any other Loan Party to, sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) any of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), except that:
(i) any Loan Party (other than a Borrower) may sell, transfer, lease or otherwise dispose of (1) its assets to any Loan Party, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing and all representations and warranties contained in this Agreement shall be true and correct in all material respects, (2) Inventory in the ordinary course of business, (3) equipment (other than equipment that is then included in the Borrowing Base unless no Event of Default would exist following such disposition) that is obsolete or no longer useful in its business (including equipment that is lost, destroyed or damaged during drilling operations); provided that (x) the Administrative Borrower shall provide prompt written notice to the Administrative Agent of any equipment that is sold, transferred, leased or otherwise disposed of, (y) immediately before such sale, transfer, lease or other disposal, such equipment shall not constitute Eligible Completed Drilling Rigs and (z) such Loan Party complies with the mandatory prepayment provisions in Section 2.11, a...
Fundamental Changes; Asset Sales. (a) No Credit Party will enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution). No Credit Party will acquire any business or property from, or capital stock of, or other equity interests in, or be a party to any acquisition of, any Person except for purchases of property to be used in the ordinary course of business, Investments permitted under Section 8.5 and Capital Expenditures. No Credit Party will form or acquire any Subsidiary, other than a Special Purpose Subsidiary, without the express prior written consent of the Agent.
(b) No Credit Party will convey, sell, lease, transfer or otherwise dispose (including any Disposition) of, in one transaction or a series of transactions, any part of its business or property, whether now owned or hereafter acquired (including, without limitation, receivables and leasehold interests, but excluding (x) the sale, transfer, assignment or other disposition of the equity interests of a Special Purpose Subsidiary (other than the Hawaii Joint Venture), (y) other asset sales resulting in aggregate Net Cash Proceeds not to exceed $1,000,000 after the Effective Time) and (z) the sale, transfer, assignment or other disposition of a receivable in connection with an Energy Conservation Project Financing, provided that (i) the Credit Parties may sublease real property to the extent such sublease would not interfere with the operation of the business of the Credit Parties, (ii) any Core Domestic Ameresco Company may convey, sell, lease, transfer or dispose of its assets or property to any other Core Domestic Ameresco Company, and (iii) any Credit Party or Canadian Subsidiary may convey, sell, transfer or otherwise dispose of a portion of the outstanding capital stock of any other Canadian Subsidiary, so long as no Change of Control shall result therefrom.
(c) Notwithstanding the foregoing provisions of this Section 8.4:
(i) (i) any Credit Party may be merged or combined with or into any other Credit Party (provided that if such merger involves the Borrower, (x) the Borrower shall be the surviving entity and (y) no Change of Control shall occur); and
(ii) any Credit Party may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to any other Credit Party.
(d) in addition to the formation and acquisition of Special Purpose Subsidiaries permitted pursuant to subsection (a)...
Fundamental Changes; Asset Sales. 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) all or substantially all of the consolidated assets of the Borrower and its consolidated subsidiaries, taken as a whole (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, (i) any Subsidiary may merge or consolidate with or into any other Subsidiary; (ii) any Subsidiary may merge into the Borrower and (iii) the Borrower and any Subsidiary may merge or consolidate with or into any other Person; provided that in each case of the foregoing, in the case of any such merger or consolidation of the Borrower with or into another Person (such that the Borrower is not the surviving corporation), the Person with or into which the Borrower is merged or consolidated shall (A) first or simultaneously with such merger or consolidation agree to be bound by the terms hereof and of the Credit Documents and assume the Borrower’s obligations hereunder and thereunder pursuant to an agreement or instrument satisfactory in form and substance to the Administrative Agent (and shall thereafter be the Borrower hereunder) and (B) to the extent requested by any Lender, have promptly provided to such Lender all documentation and other information that may be required by such Lender in order to enable compliance with applicable “know-your-customer” and anti-money laundering rules and regulations, including information required by the Act and (C) be a corporation organized under the laws of the United States of America or any State thereof.
Fundamental Changes; Asset Sales. The Borrower will not, nor will it permit any of its Subsidiaries to, consummate 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, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment in the ordinary course of business) the business, property or fixed assets of, or Equity Interests 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) any Subsidiary may be merged with or into the Borrower or another wholly-owned Subsidiary, or be liquidated, wound up or dissolved, or 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 Borrower or another wholly-owned Subsidiary; provided, in the case of any merger with the Borrower, the Borrower will be the continuing or surviving Person;
(i) sales, leases, subleases or the transfer of Receivables and Related Assets (or interests therein) pursuant to the Securitization or (ii) other dispositions of assets that do not constitute Asset Sales;
(i) Asset Sales required by any Governmental Authority or (ii) Asset Sales (excluding any sale of Receivables and Related Assets), the Net Cash Proceeds of which, when aggregated with the Net Cash Proceeds of all other Asset Sales made within the same fiscal year of the Borrower in reliance on this clause (c), are less than $100,000,000 provided, that (1) in the case of an Asset Sale not required by any Governmental Authority, the consideration received for such assets shall be in an amount at least equal to the fair market value thereof, (2) in the case of an Asset Sale not required by any Governmental Authority, no less than 75% thereof shall be paid in cash or Permitted Investments, and (3) the Net Cash Proceeds received from Asset Sales shall be applied as, and, if and to the extent, required by Section 2.10(b);
(d) disposals of obsolete, worn out or surplus property, payments under Indebtedness permitted by S...
Fundamental Changes; Asset Sales. (a) The Obligors shall not, and shall not permit any of their Subsidiaries to, enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution). The Obligors shall not, and shall not permit any of their Subsidiaries to, acquire any business or property from, or capital stock of, or other equity interests in, or be a party to any acquisition of, any Person except for purchases, licenses or leases of property in the ordinary course of business, Investments permitted under Section 4B.05 hereof, Capital Expenditures permitted under Section 4B.10(d) hereof and Permitted Acquisitions. The Obligors shall not, and shall not permit any of their Subsidiaries to, form or acquire any Subsidiary; provided that (i) the Obligors may form any Domestic Subsidiary so long as the Obligors comply with Section 4A.09 hereof and (ii) the Obligors may form a Subsidiary organized under the laws of one of the provinces of Canada (other than Quebec), the United Kingdom or Australia so long as the Obligors comply with Section 4A.09 hereof.
(b) The Obligors shall not, and shall not permit any of their Subsidiaries to, convey, sell, lease, transfer or otherwise dispose (including any Disposition) of, in one transaction or a series of transactions, any part of their business or property, whether now owned or hereafter acquired (including receivables, Patents, Trademarks, Copyrights and leasehold interests but excluding (x) obsolete or worn-out tangible property, including leasehold interests (other than Material Leasehold Property), or tools, equipment or other tangible property (other than any Material Leasehold Property or Material Owned Property) no longer used or useful in their business and (y) any inventory or other property (other than receivables) sold or disposed of in the ordinary course of business and on ordinary business terms and (z) any lease or license that has expired in accordance with its terms), provided that the Obligors may sublease real property to the extent such sublease would not interfere with the operation of the business of the Obligors. The Obligors shall not, and shall not permit any of their Subsidiaries to, offer to issue or issue any capital stock or other equity interests of any Obligor, provided that Parent may issue Qualified Equity Interests so long as (A) the proceeds thereof are applied to redeem the Notes to the extent required by Section 3.08 hereof and (B)...
Fundamental Changes; Asset Sales. (a) The Credit Parties will not, and will not permit any Subsidiary to, enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution). The Credit Parties will not, and will not permit any Subsidiary to, acquire any business or property from, or capital stock of, or other equity interests in, or be a party to any acquisition of, any Person except for purchases of property to be used in the ordinary course of business, Investments permitted under Section 8.5 (other than by reference to this Section 8.4 (or any clause hereof)) and Capital Expenditures. Notwithstanding the foregoing, (i) any Credit Party may be merged or combined with or into any other Credit Party (provided, that, if such merger involves the Borrower,
Fundamental Changes; Asset Sales. Subsection 7.7 of the Credit Agreement is hereby amended by (i) deleting the word “and” at the end of clause (vi) thereof, (ii) deleting the period at the end of clause (vii) thereof and substituting “; and” therefor and (iii) adding the following as new clause (viii) thereof:
Fundamental Changes; Asset Sales. Enter into any merger or consolidation, or liquidate, wind‑up or dissolve or make any Asset Sale, except any Subsidiary may be merged with or into the Borrower or any other Subsidiary; provided that (i) if the Borrower is party thereto, the Borrower shall be the continuing or surviving Person and (ii) if the Borrower is not a party thereto and a Guarantor is a party thereto, then a Guarantor shall be the continuing or surviving Person.
Fundamental Changes; Asset Sales. (a) The Borrowers will not, nor will they permit any of their Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with, or liquidate or dissolve or commence a Bankruptcy Action, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Subsidiary may merge into a Borrower in a transaction in which such Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary; provided that if SWM Philippines is a party to any such transaction, either SWM Philippines shall be the surviving entity or the surviving entity thereof shall assume the obligations of SWM Philippines under this Agreement and the other Loan Documents pursuant to such documents, instruments and agreements and further actions which the Administrative Agent may request (including, without limitation, one or more opinions of legal counsel) in form and substance acceptable to the Administrative Agent, (iii) any Subsidiary (other than SWM Philippines) may liquidate or dissolve if Parent determines in good faith that such liquidation or dissolution is in the best interests of Parent and its Subsidiaries and is not materially disadvantageous to the Lenders, (iv) a Borrower or any Subsidiary may consummate a Permitted Acquisition and (v) [*****] (B) undertake a Bankruptcy Action if Parent determines in good faith that such abandonment, transfer, disposition or Bankruptcy Action is in the best interests of Parent and its Subsidiaries; provided that any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04;
(b) The Borrowers will not, nor will they permit any of their Subsidiaries to, make any Asset Disposition, except for (i) Asset Dispositions among the Subsidiaries, (ii) Asset Dispositions of equipment held by SWM Philippines as of the Effective Date in and to a joint venture formed in the People’s Republic of China directly or indirectly by Parent to the extent permitted under Section 6.04(f), (iii) Asset Dispositions to the extent made in connection with an investment in a Person expressly permitted under Section 6.04(f); (iv) other Asset Dispositions of property that, together with all other property of Borrowers and its Subsidiaries previously leased, sold ...
Fundamental Changes; Asset Sales. (a) The Borrowers will not, nor will they permit any of their Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with, or liquidate or dissolve or commence a Bankruptcy Action, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Subsidiary may merge into a Borrower in a transaction in which such Borrower is the surviving entity, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary (and, if either such Subsidiary is a Subsidiary Guarantor, then the surviving entity shall also be a
