Fundamental Changes, Consolidations, Sales Sample Clauses
The 'Fundamental Changes, Consolidations, Sales' clause governs how significant structural changes to a company—such as mergers, consolidations, or the sale of substantial assets—are handled under an agreement. Typically, this clause outlines the procedures and requirements that must be met before such changes can occur, such as obtaining consent from certain parties or providing advance notice. Its core function is to protect the interests of stakeholders by ensuring they are informed of, or can influence, major corporate actions that could affect their rights or the value of their interests.
Fundamental Changes, Consolidations, Sales. Not, and not permit any Significant Subsidiary to, be a party to any merger or consolidation, or sell, transfer, convey or lease any of its assets, or sell or assign with or without recourse any receivables, except for:
(a) any such merger or consolidation, sale, transfer, conveyance, lease or assignment (i) of or by any Guarantor or any Borrower into, with or to the Company, another Loan Party or any other wholly-owned Subsidiary (provided that (x) if the Company is a party to such transaction, the Company shall be the survivor, (y) if a Borrower (other than the Company) is party to such transaction, either such Borrower or another Borrower shall be the survivor and (z) if a Guarantor is a party to such transaction, either such Guarantor or another Loan Party shall be the survivor), (ii) of or by any Foreign Subsidiary into, with or to any other Foreign Subsidiary (provided that if a Borrower is party to such transaction, either such Borrower or another Borrower shall be the survivor) or (iii) of or by any Subsidiary that is not a Loan Party into, with or to any other Subsidiary or the Company;
(b) transactions permitted by Section 7.17;
(c) dispositions of accounts receivable, lease receivables, other financial assets and other rights and related assets pursuant to a Permitted Securitization or any factoring transaction;
(d) dispositions of inventory, worn-out, obsolete or surplus equipment and equipment that is no longer used or useful in the conduct of business of the Company and its Subsidiaries, in each case, in the ordinary course of business and cash, Cash Equivalents and marketable securities in the ordinary course of business;
(e) dispositions of accounts receivable with extended terms and dispositions of defaulted accounts receivable without credit recourse in transactions that do not constitute securitizations, in each case in the ordinary course of business consistent with past practice of the Company and/or any of its Subsidiaries;
(f) sales and dispositions of assets (including Capital Stock of Subsidiaries) purchased in connection with (and as a direct result of) a Permitted Acquisition;
(g) dispositions of property in the ordinary course of business to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement equipment or other revenue-producing property or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement or other revenue-producing propert...
Fundamental Changes, Consolidations, Sales. Not, and not permit any Subsidiary (other than an Excluded Subsidiary) to, be a party to any merger or consolidation, or sell, transfer, convey or lease any of its assets, or sell or assign with or without recourse any receivables, except for:
(a) any such merger or consolidation, sale, transfer, conveyance, lease or assignment (i) of or by any Guarantor into, with or to the Company or another Guarantor, (ii) of or by any wholly-owned Subsidiary into the Company or any other Loan Party or into, with or to any other wholly-owned Subsidiary or (iii) of or by any Foreign Subsidiary into, with or to any other Foreign Subsidiary (provided that if a Borrower is party to such transaction, either such Borrower or another Borrower shall be the survivor);
(b) transactions permitted by Section 7.17;
(c) dispositions of accounts receivable, lease receivables, other financial assets and other rights and related assets pursuant to a Permitted Securitization or any factoring transaction;
(d) dispositions of inventory, worn-out, obsolete or surplus equipment and equipment that is no longer used or useful in the conduct of business of the Company and its Subsidiaries, in each case, in the ordinary course of business and cash, Cash Equivalents and marketable securities in the ordinary course of business;
(e) dispositions of accounts receivable with extended terms and dispositions of defaulted accounts receivable without credit recourse in transactions that do not constitute securitizations, in each case in the ordinary course of business consistent with past practice of the Company and/or any of its Subsidiaries;
(f) sales and dispositions of assets (including Capital Stock of Subsidiaries) purchased in connection with (and as a direct result of) a Permitted Acquisition;
(g) dispositions of property in the ordinary course of business to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement property;
(h) dispositions of property to the Company or any Subsidiary; provided, that if the transferor of such Property is a Loan Party (i) the transferee thereof must be a Loan Party (other than a Foreign Loan Party) or (ii) to the extent such transaction constitutes an Investment, such transaction is permitted under Section 7.17;
(i) other sales and dispositions of assets (including the Capital Stock of Subsidiaries) ma...