Lessee to Maintain its Existence; Conditions Under Which Exceptions Permitted. The Lessee agrees that during the Agreement Term it will maintain its existence, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another Person or permit one or more other Persons to consolidate with or merge into it; provided, that the Lessee may, without violating the agreement contained in this Section, consolidate with or merge into another Person or permit one or more other Persons to consolidate with or merge into it, or transfer all or substantially all of its assets to another Person, but only on condition that the Person resulting from or surviving such merger (if other than the Lessee) or consolidation or the Person to which such transfer is made (i) shall expressly assume and agree in writing to perform all of the Lessee's obligations under this Lease, and (ii) if an entity, shall be organized and existing under the laws of one of the states of the United States of America or the District of Columbia or, if not, shall appoint and maintain a local agent for service of process in the State of Georgia.
Lessee to Maintain its Existence; Conditions Under Which Exceptions Permitted. The Lessee agrees that, during the Lease Term, it will maintain its limited liability company existence, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another corporation, limited liability company or partnership or permit one or more other corporations, limited liability companies or partnerships to consolidate with or merge into it; provided that the Lessee may, without violating the agreement contained in this Section, consolidate with or merge into another corporation, limited liability company or partnership or permit one or more other corporations, limited liability companies or partnerships to consolidate with or merge into it, or sell or otherwise transfer to another corporation, limited liability company or partnership all or substantially all of its assets as an entirety and thereafter dissolve, provided the surviving, resulting or transferee corporation, limited liability company or partnership, as the case may be, (i) is a corporation, limited liability company, partnership or other entity organized and fully existing under the laws of one of the States of the United States of America; (ii) has a net worth immediately after such action of not less of that of the Lessee immediately prior to such action and (iii) irrevocably and unconditionally assumes by means of an instrument in writing all of the obligations of the Lessee herein.
Lessee to Maintain its Existence; Conditions Under Which Exceptions Permitted. Except as provided in the following sentence, the Lessee agrees that while this Lease is in effect it shall maintain its legal existence as a Mississippi corporation, shall not consolidate with or merge into another Person or permit one or more other Persons to consolidate with or merge into it, and shall not dissolve or otherwise dispose of all or substantially all of its assets. The Lessee may, without violating the agreement contained in this Section, consolidate with or merge into another domestic corporation (that is, a corporation organized and existing under the laws of one or more states of the United States of America), or permit one or more such domestic corporations to consolidate with or merge into it, or sell or otherwise transfer to another Person all or substantially all of its assets as an entirety and thereafter dissolve, provided the surviving, resulting, or transferee Person (i) is authorized to do business in the State, (ii) is a domestic corporation, partnership, or other entity, or if a natural person, is a resident of the United States of America, (iii) assumes in writing all of the obligations of the Lessee under this Lease, and (iv) obtains all licenses and permits required by law to operate the Project.
Lessee to Maintain its Existence; Conditions Under Which Exceptions Permitted. The Lessee agrees that during the Lease Term it will maintain its existence as a legal entity, will not dissolve or otherwise dispose of all or any substantial portion of its assets, will not consolidate with or merge into another entity or permit one or more other entities to consolidate with or merge into it and will not distribute all or any substantial portion of its assets, in the form of dividends or otherwise, to any shareholder or member; provided that, the Lessee may, without violating the agreement contained in this Section, consolidate with or merge into another entity, or permit one or more other entities to consolidate with or merge into it, or sell or otherwise transfer to another entity all or a substantial portion of its assets as an entirety and thereafter dissolve, or distribute all or a substantial portion of its assets to a shareholder or member with the consent of the Lessor, which such consent shall not be unreasonably withheld. If consolidation, merger or sale or other transfer is made as provided in this Section, the provisions of this Section shall continue in full force and effect and no further consolidation, merger or sale or other transfer shall be made except in compliance with the provisions of this Section.
