Fundamental Changes; Subsidiaries Sample Clauses

Fundamental Changes; Subsidiaries. (a) Merge, dissolve, liquidate, consolidate with or into another Person, or sell, lease or otherwise transfer (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. (b) Form or acquire any Subsidiary.
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Fundamental Changes; Subsidiaries. (a) Change its name, federal taxpayer identification number or state of formation, nor assume a different name, nor conduct its business or affairs under any other name without providing Administrative Agent with 60 days prior written notice thereof. (b) Merge, dissolve, liquidate, consolidate with or into another Person, change its structure (whether by equity sale, issuance, purchase or otherwise), change its use of any item of Collateral during the term hereof, 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 (i) any Subsidiary of any Borrower may merge into or consolidate with any other Subsidiary of any Borrower provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly-owned Subsidiary of a Borrower, and (ii) any of a Borrower’s Subsidiaries may merge into a Borrower. Borrowers shall provide prior written notice to Administrative Agent of any merger or consolidation permitted under this Section 7.04(b), together with an amended Exhibit J to this Agreement including any changes necessary to accurately reflect such merger or consolidation, which amended Exhibit J shall, upon approval by Administrative Agent and consummation of the applicable merger or consolidation, be substituted as a replacement Exhibit J to this Agreement. (c) Have any Subsidiaries other than those specifically disclosed in Part (b) of Schedule 5.13 or have any equity investments in any other Person other than those specifically disclosed in part(c) of Schedule 5.13, except, in each case, as expressly permitted otherwise under Section 7.02(b).
Fundamental Changes; Subsidiaries. (a) The Borrower shall not: (a) consolidate or merge into or with any other Person, unless the Borrower is the surviving entity; (b) dissolve or wind up (except as permitted under clause (a); or (c) in any single transaction or series of related transactions, sell, lease or otherwise transfer, directly or indirectly, all or substantially all of its property, except that the Borrower may sell Investments in the ordinary course of business. (b) The Borrower shall not have or permit the formation of any Subsidiaries without the prior written consent of the Bank.
Fundamental Changes; Subsidiaries. (a) Change its name, federal taxpayer identification number or state of formation, assume a different name, or conduct its business or affairs under any other name, in each case without providing the Administrative Agent with 30 days prior written notice thereof. (b) Merge, dissolve, liquidate, consolidate with or into another Person, change its structure (whether by equity sale, issuance, purchase or otherwise), change its use of any item of any Property or any Collateral during the term hereof, 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, so long as no Default or Event of Default exists both before and after giving effect thereto, one or more of the Subsidiaries of a Borrower may be merged with and into a Borrower or a direct, wholly-owned Subsidiary of a Borrower (with such Borrower or directly, wholly-owned Subsidiary being the surviving entity in such merger) provided that (A) the Borrowers promptly provide written notice of such transactions to the Administrative Agent, and promptly provide such information and documentation regarding such transactions as the Administrative Agent or the Lenders reasonably request, (B) the Borrowers shall comply with the relevant provisions of the Loan Documents so that the security interests granted to the Administrative Agent pursuant to the Loan Documents in the Equity Interests of any Subsidiary of a Borrower remain in full force and effect and perfected, and (C) the Borrowers shall provide amended schedules and exhibits to the Loan Documents to reflect the effect of the transactions permitted pursuant to this Section 7.04(b), such amended schedules and exhibits to be in form and substance satisfactory to the Administrative Agent in its Sole Discretion. (c) Have any Subsidiaries other than those specifically disclosed in Part (b) of Schedule 5.13 or have any equity investments in any other Person other than those specifically disclosed in part (c) of Schedule 5.13, except for wholly-owned Subsidiaries of the Borrower or any other wholly-owned Subsidiary provided that the Borrower complies with Section 6.23 and Section 7.02 with respect to such newly-formed or acquired Subsidiary.
Fundamental Changes; Subsidiaries. (a) Change its name, federal taxpayer identification number or state of formation, nor assume a different name, nor conduct its business or affairs under any other name without prior consent of the Administrative Agent. (b) Merge, dissolve, liquidate, consolidate with or into another Person, change its structure (whether by equity sale, issuance, purchase or otherwise), or sell, transfer or otherwise 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.
Fundamental Changes; Subsidiaries. (a) Change its name, federal taxpayer identification number or state of formation, nor assume a different name, nor conduct its business or affairs under any other name without providing Lender at least sixty (60) days' prior written notice thereof. (b) Merge, dissolve, liquidate, consolidate with or into another Person, change its structure (whether by equity sale, issuance, purchase or otherwise), change its use of any item of any Property or any Collateral during the term hereof, 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. (c) Have any Subsidiaries other than those specifically disclosed in part (b) of Schedule 5.13 or have any equity investments in any other Person other than those specifically disclosed in part (c) of Schedule 5.13. (d) Cause or permit any Subsidiary of NRI (other than Pizzaco and N.R. Realty) to own any assets.
Fundamental Changes; Subsidiaries. 44 7.05 Dispositions. ...............................................44 7.06
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Related to Fundamental Changes; Subsidiaries

  • 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: (a) any Restricted Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided that (x) the Borrower shall be the continuing or surviving Person and (y) such merger does not result in the Borrower ceasing to be incorporated under the Laws of the United States, any state thereof or the District of Columbia, or (ii) any one or more other Restricted Subsidiaries; provided that (A) when any Restricted Subsidiary that is a Loan Party is merging with another Restricted Subsidiary, a Loan Party shall be the continuing or surviving Person and (B) no Domestic Subsidiary may merge with and into a Foreign Subsidiary; (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and its Subsidiaries and if not materially disadvantageous to the Lenders; (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower or a Guarantor (and, if the transferor is a Domestic Subsidiary, the transferee must also be a Domestic Subsidiary) or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively; (d) so long as no Default exists or would result therefrom, the Borrower may merge with any other Person; provided that (i) the Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Borrower (any such Person, the “Successor Borrower”), (A) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee shall apply to the Successor Borrower’s obligations under this Agreement, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement, (E) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement, and (F) the Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement (and, with respect to such opinion of counsel, otherwise substantially consistent, to the extent reasonably appropriate and applicable, with the opinions delivered with respect to the Borrower on the Closing Date, including as to the enforceability of the applicable Loan Documents against the Successor Borrower, and with such customary and other assumptions and qualifications as may be appropriate); provided, further, that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement; (e) so long as no Default exists or would result therefrom, any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 6.11, (ii) when any Restricted Subsidiary that is a Loan Party is merging with any other Person, a Loan Party shall be the continuing or surviving Person and (iii) no Domestic Subsidiary may merge with and into any other Person that is not organized under the Laws of the United States, any state thereof or the District of Columbia except to the extent such merger is an Investment permitted under Section 7.02; (f) the Borrower and the Restricted Subsidiaries may consummate the Merger; and (g) so long as no Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05.

  • Restriction on Fundamental Changes (a) The Borrower shall not enter into any merger, consolidation, division or other reorganization, unless permitted by applicable law and unless: (i) the Majority Lenders have provided their prior written consent to such merger or consolidation or reorganization; (ii) the Borrower shall be the surviving entity; (iii) S&P shall have been notified in writing of such merger or consolidation or reorganization and the Rating Condition is satisfied with respect to such merger, consolidation, division or other reorganization; (iv) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; (v) the Borrower shall have delivered to each Agent and each Lender a certificate of an Authorized Officer of the Borrower stating that (1) such merger or consolidation or reorganization complies with this Section 5.10(a), (2) all conditions precedent in this Section 5.10(a) relating to such transaction have been complied with and (3) such transaction shall not cause the Borrower or the pool of Collateral to be required to register as an “investment company” under the Investment Company Act; and (vi) the fees, costs and expenses of the Agents (including any reasonable legal fees and expenses) associated with the matters addressed in this Section 5.10 shall have been paid by the Borrower or otherwise provided for to the satisfaction of the Agents. (b) The Borrower shall not liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, including by way of division or any disposition of property to any Delaware LLC formed upon the consummation of a Delaware LLC Division, in one transaction or series of transactions, all or any part of its business or property, whether now or hereafter acquired, except for transfers of its property expressly permitted by the Loan Documents. (c) The Borrower shall not amend its Constituent Documents without prior written notice to S&P and the Administrative Agent and, in the case of amendments that would reasonably be expected to affect the Lenders or the Administrative Agent, the Administrative Agent’s prior written consent.

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