Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or convey, sell, lease, assign, transfer or otherwise Dispose of, all or substantially all of its property, business or assets, except: (a) any Subsidiary of the Borrower may be merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any one or more wholly owned Subsidiaries of the Borrower (provided that the wholly owned Subsidiary or Subsidiaries shall be the continuing or surviving corporation); (b) any Subsidiary of the Borrower that is inactive or no longer needed in the Borrower’s consolidated group structure may be liquidated, dissolved, or otherwise eliminated under applicable law, so long as any remaining significant assets of such Subsidiary are transferred to the Borrower or to another of Borrower’s wholly owned Subsidiaries (as a liquidation distribution or otherwise); (c) the Borrower or any wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other wholly owned Subsidiary, and, so long as no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof, the Borrower or any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any non-wholly owned Subsidiary of the Borrower for fair market value; (d) any non-wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any wholly owned Subsidiary of the Borrower for fair market value or may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other non-wholly owned Subsidiary of the Borrower; and (e) the Borrower or any Subsidiary of the Borrower may be merged or consolidated with or into another Person; provided that the Borrower or such Subsidiary shall be the continuing or surviving corporation and no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof (and, in the case of any such transaction involving a Subsidiary, such Subsidiary shall continue to be a Subsidiary or the Borrower shall have received fair market value therefor as determined by the Board of Directors of the Borrower); and provided further that the Borrower may not be merged or consolidated with or into any Subsidiary.
Appears in 8 contracts
Samples: Credit Agreement (Boston Scientific Corp), Term Loan Credit Agreement (Boston Scientific Corp), Term Loan Credit Agreement (Boston Scientific Corp)
Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or convey, sell, lease, assign, transfer or otherwise Dispose dispose of, all or substantially all of its property, business or assets, except:
(a) any Subsidiary of the Borrower may be merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any one or more wholly owned Subsidiaries of the Borrower (provided that the wholly owned Subsidiary or Subsidiaries shall be the continuing or surviving corporation);
(b) any Subsidiary of the Borrower that is inactive or no longer needed in the Borrower’s consolidated group structure may be liquidated, dissolved, or otherwise eliminated under applicable law, so long as any remaining significant assets of such Subsidiary are transferred to the Borrower or to another of Borrower’s wholly owned Subsidiaries (as a liquidation distribution or otherwise);
(c) the Borrower or any wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other wholly owned Subsidiary, and, so long as no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof, the Borrower or any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any non-wholly owned Subsidiary of the Borrower for fair market value;
(dc) any non-wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any wholly owned Subsidiary of the Borrower for fair market value or may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other non-wholly owned Subsidiary of the Borrower; and
(ed) the Borrower or any Subsidiary of the Borrower may be merged or consolidated with or into another Person; provided that the Borrower or such Subsidiary shall be the continuing or surviving corporation and no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof (and, in the case of any such transaction involving a Subsidiary, such Subsidiary shall continue to be a Subsidiary or the Borrower shall have received fair market value therefor as determined by the Board of Directors of the Borrower); and provided further that the Borrower may not be merged or consolidated with or into any Subsidiary.
Appears in 7 contracts
Samples: Interim Loan Agreement (Boston Scientific Corp), Revolving Credit Agreement (Boston Scientific Corp), Multi Year Revolving Credit Agreement (Boston Scientific Corp)
Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, dissolve or wind up or dissolve and terminate itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or convey, sell, lease, assign, transfer or otherwise Dispose dispose of, all or substantially all of its property, business or assets, exceptexcept that, so long as, after giving effect thereto, the Borrower would be in Pro Forma Compliance:
(a) any Restricted Subsidiary of the Borrower (other than any Special Purpose Subsidiary) may be merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporationentity) or with or into any one or more wholly owned other Wholly Owned Restricted Subsidiaries of the Borrower (other than, if such Restricted Subsidiary has any Indebtedness or other liabilities, with or into any Special Purpose Subsidiary) (provided that the wholly owned Wholly Owned Restricted Subsidiary or Wholly Owned Restricted Subsidiaries shall be the continuing or surviving corporationentity or entities);
(b) any Wholly Owned Restricted Subsidiary of the Borrower that is inactive or no longer needed in the Borrower’s consolidated group structure may be liquidated, dissolved, or otherwise eliminated under applicable law, so long as (other than any remaining significant assets of such Subsidiary are transferred to the Borrower or to another of Borrower’s wholly owned Subsidiaries (as a liquidation distribution or otherwise);
(cSpecial Purpose Subsidiary) the Borrower or any wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any one or more other wholly owned Wholly Owned Restricted Subsidiaries; provided that the liabilities of such selling, leasing, transferring or disposing Restricted Subsidiary are not transferred to or assumed by, and do not otherwise become liabilities of, any Special Purpose Subsidiary, and, so long as no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof, the Borrower or any Subsidiary of ;
(c) the Borrower may sellmerge or consolidate with any corporation with the result that the Borrower shall become a corporation; provided, leasethat (i) the Borrower shall have provided to the Administrative Agent written notice of such merger or consolidation at least 10 Business Days prior to the consummation thereof, transfer (ii) such corporation to survive such merger or otherwise dispose consolidation shall confirm in writing to the Administrative Agent its agreement to be bound by the terms of any or all of its assets this Agreement and the other Loan Documents as and to the extent that the Borrower is so bound, (upon voluntary liquidation or otherwiseiii) the Borrower and such corporation shall promptly take such other actions as the Administrative Agent shall request as reasonably necessary to any non-wholly owned Subsidiary ensure that the rights and benefits of the Borrower for fair market value;
(d) any non-wholly owned Subsidiary of Lenders under this Agreement and the Borrower may sellother Loan Documents, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) including with respect to the Borrower Liens created by the Security Documents, are in no way impaired or diminished and (iv) immediately after giving effect to such transaction on a pro forma basis (including, without limitation, any wholly owned Subsidiary Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction) the Borrower for fair market value or may sell, lease, transfer or otherwise dispose surviving entity could incur $1.00 of any or all additional Indebtedness pursuant to the terms of its assets subsection 6.1(f) and (upon voluntary liquidation or otherwise) to any other non-wholly owned Subsidiary of the Borrowerg); and
(ed) the Borrower or any Restricted Subsidiary of the Borrower (other than a Special Purpose Subsidiary) may be merged effect pursuant to a merger or consolidated with consolidation any Investment permitted by subsection 6.8(c) or into another Person; provided that (d) so long as the Borrower or such Restricted Subsidiary shall be is the continuing or surviving corporation and no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof (and, in the case of any such transaction involving a Subsidiary, such Subsidiary shall continue to be a Subsidiary or the Borrower shall have received fair market value therefor as determined by the Board of Directors of the Borrower); and provided further that the Borrower may not be merged or consolidated with or into any Subsidiaryentity.
Appears in 6 contracts
Samples: Credit Agreement (Sprint Spectrum Finance Corp), Credit Agreement (Sprint Spectrum L P), Credit Agreement (Sprint Spectrum L P)
Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or convey, sell, lease, assign, transfer or otherwise Dispose dispose of, all or substantially all of its property, business or assets, except:
(a) any Subsidiary of the Borrower may be merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any one or more wholly owned Subsidiaries of the Borrower (provided that the wholly owned Subsidiary or Subsidiaries shall be the continuing or surviving corporation);
(b) any Subsidiary of the Borrower that is inactive or no longer needed in the Borrower’s consolidated group structure may be liquidated, dissolved, or otherwise eliminated under applicable law, so long as any remaining significant assets of such Subsidiary are transferred to the Borrower or to another of Borrower’s wholly owned Subsidiaries (as a liquidation distribution or otherwise);
(c) the Borrower or any wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other wholly owned Subsidiary, and, so long as no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof, the Borrower or any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any non-wholly owned Subsidiary of the Borrower for fair market value;
(d) any non-wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any wholly owned Subsidiary of the Borrower for fair market value or may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other non-wholly owned Subsidiary of the Borrower; and
(e) the Borrower or any Subsidiary of the Borrower may be merged or consolidated with or into another Person; provided that the Borrower or such Subsidiary shall be the continuing or surviving corporation and no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof (and, in the case of any such transaction involving a Subsidiary, such Subsidiary shall continue to be a Subsidiary or the Borrower shall have received fair market value therefor as determined by the Board of Directors of the Borrower); and provided further that the Borrower may not be merged or consolidated with or into any Subsidiary.
Appears in 4 contracts
Samples: Credit Agreement (Boston Scientific Corp), Credit Agreement (Boston Scientific Corp), Credit Agreement (Boston Scientific Corp)
Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, liquidate or liquidate, wind up or dissolve and terminate itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or convey, sell, lease, assign, transfer or otherwise Dispose dispose of, all or substantially all of its property, business or assets, exceptexcept that, so long as, after giving effect thereto, the Borrower would be in Pro Forma Compliance:
(a) any Restricted Subsidiary of the Borrower (other than any Special Purpose Subsidiary) may be merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporationentity) or with or into any one or more wholly owned other Wholly Owned Restricted Subsidiaries of the Borrower (other than with or into any Special Purpose Subsidiary) (provided that the wholly owned Wholly Owned Restricted Subsidiary or Restricted Subsidiaries shall be the continuing or surviving corporationentity or entities);
(b) any Wholly Owned Restricted Subsidiary of the Borrower that is inactive or no longer needed in the Borrower’s consolidated group structure may be liquidated, dissolved, or otherwise eliminated under applicable law, so long as (other than any remaining significant assets of such Subsidiary are transferred to the Borrower or to another of Borrower’s wholly owned Subsidiaries (as a liquidation distribution or otherwise);
(cSpecial Purpose Subsidiary) the Borrower or any wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any one or more other wholly owned Subsidiary, and, so long Wholly Owned Restricted Subsidiaries;
(c) the Borrower may merge or consolidate with any corporation with the result that the Borrower shall become a corporation if (i) after giving effect thereto the Borrower shall be in Pro Forma Compliance (calculated as no Default if such merger or Event consolidation had occurred at the end of Default the then most recently ended fiscal quarter for which financial statements shall have occurred and been delivered to the Lenders pursuant to subsection 5.1), (ii) such merger or consolidation could not reasonably be continuing or expected to have a Material Adverse Effect (it being agreed that the fact that the Borrower would occur then be subject to the payment of income taxes as a result thereofcorporation shall not, in and of itself, be deemed to constitute a Material Adverse Effect) and (iii) the following other conditions shall be satisfied: (A) in the case such merger or consolidation shall occur prior to the Public Offering Date, the Parents shall have entered into an agreement in favor of the Trustee pursuant to which they will agree that, until the Public Offering Date, they will make capital contributions to the Borrower in amounts equal to the excess, if any, of the amount of income taxes payable by the Borrower (as a corporation) over the amount of Restricted Payments that could have been made during the period (the "Relevant Period") from the date of such merger or consolidation through the final maturity of the Loans pursuant to subsection 6.7
(a) if the Borrower had remained a partnership during such period, (B) in the case such merger or consolidation shall occur on or after the Public Offering Date, the Borrower shall have delivered to the Agent a certificate executed by a Responsible Officer to the effect that the amount of Federal, state and local income and franchise taxes based upon income reasonably projected to be payable by the Borrower as a corporation after such merger or consolidation will not be materially greater than the sum of (1) the aggregate amount of Restricted Payments that could be made during the Relevant Period pursuant to subsection 6.7
(a) if the Borrower had remained a partnership during the Relevant Period (based on reasonable projections but without regard to clause (ii) of the proviso to subsection 6.7(a)) and (2) the aggregate amount of taxes based upon income that would have been payable by the Borrower during the Relevant Period if the Borrower had remained a partnership during the Relevant Period, (C) any Subsidiary write-offs and other deductions which shall have been made in connection with any tax returns filed by the Borrower prior to such merger or consolidation shall have been consistent with past practice and the Borrower shall have delivered to the Agent a certificate executed by a Responsible Officer so certifying and (D) neither the Borrower nor the Parents shall have taken any unreasonable action with the effect of decreasing the income of the Borrower may sell, lease, transfer prior to such merger or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any non-wholly owned Subsidiary consolidation and increasing the future income of the Borrower for fair market value;
(d) any non-wholly owned Subsidiary of after such merger or consolidation and the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) shall have delivered to the Borrower or any wholly owned Subsidiary of the Borrower for fair market value or may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other non-wholly owned Subsidiary of the BorrowerAgent a certificate executed by a Responsible Officer so certifying; and
(ed) the Borrower or any Restricted Subsidiary of the Borrower (other than a Special Purpose Subsidiary) may be merged effect pursuant to a merger or consolidated with consolidation any Investment permitted by subsection 6.8(c) or into another Person; provided that (d) so long as the Borrower or such Restricted Subsidiary shall be is the continuing or surviving corporation and no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof (and, in the case of any such transaction involving a Subsidiary, such Subsidiary shall continue to be a Subsidiary or the Borrower shall have received fair market value therefor as determined by the Board of Directors of the Borrower); and provided further that the Borrower may not be merged or consolidated with or into any Subsidiaryentity.
Appears in 4 contracts
Samples: Credit Agreement (Sprint Spectrum L P), Credit Agreement (Sprint Spectrum L P), Credit Agreement (Sprint Spectrum Finance Corp)
Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or convey, sell, lease, assign, transfer or otherwise Dispose dispose of, all or substantially all of its property, business or assets, except:
(a) any Subsidiary of the Parent Borrower may be merged merged, consolidated or consolidated amalgamated with or into the Parent Borrower (provided that the Parent Borrower shall be the continuing or surviving corporation) or with or into any one or more wholly owned Wholly Owned Subsidiaries of the Parent Borrower (provided that the wholly owned Wholly Owned Subsidiary or Subsidiaries of the Parent Borrower shall be the continuing or surviving corporationentity); provided that if such merger or consolidation constitutes a transfer of all or substantially all of the assets of any Loan Party, (1) the continuing or surviving entity shall be a Loan Party, or (2) at the time of such merger, consolidation or amalgamation, the Payment Conditions are satisfied;
(b) any Subsidiary of the Borrower that is inactive or no longer needed in the Borrower’s consolidated group structure may be liquidated, dissolved, or otherwise eliminated under applicable law, so long as any remaining significant assets of such Subsidiary are transferred to the Borrower or to another of Borrower’s wholly owned Subsidiaries (as a liquidation distribution or otherwise);
(c) the Borrower or any wholly owned Subsidiary of the Parent Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or any other wholly owned Wholly Owned Subsidiary of the Parent Borrower (and, in the case of a non-Wholly Owned Subsidiary, and, so long as no Default or Event of Default shall have occurred and may be continuing or would occur as a result thereof, liquidated to the extent the Parent Borrower or any Wholly Owned Subsidiary which is a direct parent of such non-Wholly Owned Subsidiary receives a pro rata distribution of the assets thereof); provided that if any Borrower may sellso disposes of all or substantially all of its assets, leaseeither (A) such Borrower shall, transfer simultaneously with such disposition, (1) repay in full all outstanding Loans made (x) to it and (y) against assets contributed by it to the Borrowing Base to any other Borrower and (2) terminate its right to borrow hereunder or otherwise dispose (B) the transferee of such assets shall be a Borrower; provided, further, that (x) if the Subsidiary that disposes of any or all of its assets is a Loan Party, (upon voluntary liquidation 1) the transferee of such assets shall be a Loan Party, or otherwise(2) to any non-wholly owned Subsidiary at the time of such disposition, the Borrower for fair market value;
(d) any non-wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any wholly owned Subsidiary of the Borrower for fair market value or may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other non-wholly owned Subsidiary of the BorrowerPayment Conditions are satisfied; and
(ec) the Borrower or any Subsidiary of the Borrower may be merged or consolidated with or into another Person; provided that the Borrower or such Subsidiary shall be the continuing or surviving corporation and no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof (and, in the case of any such transaction involving a Subsidiary, such Subsidiary shall continue to be a Subsidiary or the Borrower shall have received fair market value therefor as determined expressly permitted by the Board of Directors of the Borrower); and provided further that the Borrower may not be merged or consolidated with or into any Subsidiarysubsection 8.6.
Appears in 3 contracts
Samples: Credit Agreement (RSC Equipment Rental, Inc.), Credit Agreement (RSC Holdings Inc.), Credit Agreement (RSC Holdings Inc.)
Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or convey, sell, lease, assign, transfer or otherwise Dispose dispose of, all or substantially all of its property, business or assets, except:
(a) any Subsidiary of the Borrower may be merged merged, consolidated or consolidated amalgamated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any one or more wholly owned Wholly Owned Subsidiaries of the Borrower (provided that the wholly owned Wholly Owned Subsidiary or Subsidiaries of the Borrower shall be the continuing or surviving corporationentity);
(b) any Subsidiary of the Borrower that is inactive or no longer needed in the Borrower’s consolidated group structure may be liquidated, dissolved, or otherwise eliminated under applicable law, so long as any remaining significant assets of such Subsidiary are transferred to the Borrower or to another of Borrower’s wholly owned Subsidiaries (as a liquidation distribution or otherwise);
(c) the Borrower or any wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other wholly owned Wholly Owned Subsidiary of the Borrower (and, in the case of a non-Wholly Owned Subsidiary, andmay be liquidated to the extent the Borrower or any Wholly Owned Subsidiary which is a direct parent of such non-Wholly Owned Subsidiary receives a pro rata distribution of the assets thereof);
(c) the Borrower or any Subsidiary may be merged, so long consolidated or amalgamated with or into another Person if the Borrower or such Subsidiary is the surviving corporation or the Person formed by or surviving such merger, consolidation or amalgamation (i) is organized or existing under the laws of the United States or any state, district or territory thereof, (ii) expressly assumes all obligations of the Borrower or such Subsidiary, as applicable, under the Loan Documents pursuant to documentation reasonably satisfactory to the Administrative Agent and immediately after such merger, consolidation or amalgamation, no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof, the Borrower or any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any non-wholly owned Subsidiary of the Borrower for fair market valueoccurred;
(d) any non-wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any wholly owned Subsidiary of the Borrower for fair market value or may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other non-wholly owned Subsidiary of the Borroweras expressly permitted by Section 7.6; andor
(e) the Borrower any merger, consolidation or any Subsidiary of the Borrower may be merged amalgamation in connection with an acquisition permitted by Section 7.9(b) or consolidated with or into another Person; provided that the Borrower or such Subsidiary shall be the continuing or surviving corporation and no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof (and, in the case of any such transaction involving a Subsidiary, such Subsidiary shall continue to be a Subsidiary or the Borrower shall have received fair market value therefor as determined by the Board of Directors of the Borrowerc); and provided further that the Borrower may not be merged or consolidated with or into any Subsidiary.
Appears in 3 contracts
Samples: Credit Agreement (Nci Building Systems Inc), Credit Agreement (Nci Building Systems Inc), Investment Agreement (Nci Building Systems Inc)
Limitation on Fundamental Changes. Enter Except as permitted or contemplated by this Agreement or any other Loan Document, merge into or consolidate or amalgamate with any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing other Person, or conveypermit any other Person to merge into or consolidate or amalgamate with it, or sell, leasetransfer, assign, transfer lease or otherwise Dispose of, dispose of (in one transaction or in a series of transactions) all or substantially all of the assets of the Company and its propertySubsidiaries (taken as a whole), business (including pursuant to a sale and leaseback transaction), or assetsall or substantially all of the Capital Stock of its Subsidiaries (in each case, exceptwhether now owned or hereafter acquired), or liquidate or dissolve, except that:
(a) any Subsidiary of the Borrower Company may be merged merged, amalgamated or consolidated with or into the Borrower Company or any Wholly-owned Subsidiary of the Company (provided that in the Borrower shall be case of each such merger or consolidation, the continuing Company or surviving corporation) or with or into any one or more wholly such Wholly-owned Subsidiaries of Subsidiary, as the Borrower (provided that the wholly owned Subsidiary or Subsidiaries case may be, shall be the continuing or surviving corporation);
(bi) any Subsidiary of the Borrower Company that is inactive not a Loan Party may liquidate, wind up or no longer needed in dissolve and (ii) any Loan Party (other than the Borrower’s consolidated group structure Company) may be liquidatedliquidate, dissolved, wind up or otherwise eliminated under applicable law, so dissolve as long as any remaining significant assets of such Subsidiary entity are transferred to the Borrower Company or to another of Borrower’s wholly owned Subsidiaries (as a liquidation distribution or otherwise)Loan Party;
(c) any Subsidiary of the Borrower Company may dispose of all or substantially all of its business, property or assets (including its Capital Stock), in one transaction or a series of transactions, to, (i) the Company or any wholly Wholly-owned Subsidiary of the Borrower may sell, lease, transfer Company (provided that such Wholly-owned Subsidiary shall be a Subsidiary Guarantor) or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwiseii) to the Borrower or any other wholly owned Subsidiary, Person in compliance with Section 6.08; and, so long as no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof,
(d) the Borrower Company or any Subsidiary of the Borrower Company may sellconsummate any transaction of merger or consolidation or amalgamation with any Person (including, leasewithout limitation, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any non-wholly owned Subsidiary Affiliate of the Borrower for fair market value;
(d) any non-wholly owned Subsidiary of the Borrower may sellCompany), lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any wholly owned Subsidiary of the Borrower for fair market value or may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other non-wholly owned Subsidiary of the Borrower; and
(e) the Borrower or any Subsidiary of the Borrower may be merged or consolidated with or into another Person; provided that the Borrower such merger, consolidation or such Subsidiary amalgamation shall be the continuing or surviving corporation and no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof (and, in the case of any such transaction involving a Subsidiary, such Subsidiary shall continue to be a Subsidiary or the Borrower shall have received fair market value therefor as determined by the Board of Directors of the Borrower); and provided further that the Borrower may not be merged or consolidated with or into any SubsidiaryPermitted Acquisition.
Appears in 3 contracts
Samples: Credit Agreement (Scotts Miracle-Gro Co), Credit Agreement (Scotts Miracle-Gro Co), Credit Agreement (Scotts Miracle-Gro Co)
Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or convey, sell, lease, assign, transfer or otherwise Dispose dispose of, all or substantially all of its property, business or assets, assets except:
(a) any Restricted Subsidiary of the Borrower may be merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any one or more wholly owned Subsidiaries of the Borrower (provided that the a Subsidiary Guarantor or wholly owned Restricted Subsidiary or Restricted Subsidiaries shall be the continuing or surviving corporationcorporation and provided, further, that if one of the parties to such transaction (i) is a Subsidiary Guarantor then the continuing or surviving corporation shall be a Subsidiary Guarantor or (ii) is not a Restricted Subsidiary, no Default shall result therefrom);
(b) any Restricted Subsidiary of the Borrower that is inactive or no longer needed in the Borrower’s consolidated group structure may be liquidatedconvey, dissolved, or otherwise eliminated under applicable law, so long as any remaining significant assets of such Subsidiary are transferred to the Borrower or to another of Borrower’s wholly owned Subsidiaries (as a liquidation distribution or otherwise);
(c) the Borrower or any wholly owned Subsidiary of the Borrower may sell, lease, transfer transfer, assign or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Subsidiary Guarantor or any wholly owned Subsidiary, and, so long as no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof, the Borrower or any Restricted Subsidiary of the Borrower (provided that if such selling Restricted Subsidiary is a Subsidiary Guarantor then the acquiring Restricted Subsidiary shall be a Subsidiary Guarantor); and
(c) any Restricted Subsidiary may be merged or consolidated with or into, or convey, sell, lease, transfer transfer, assign or otherwise dispose of any or all of its assets (upon voluntary liquidation to, any Person to the extent that the sale or otherwise) to any non-wholly owned Subsidiary other disposition of the Borrower for fair market value;
(d) any non-wholly owned assets of such Restricted Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any wholly owned Subsidiary of the Borrower for fair market value or may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other non-wholly owned Subsidiary of the Borrower; and
(e) the Borrower or any Subsidiary of the Borrower may would be merged or consolidated with or into another Person; provided that the Borrower or such Subsidiary shall be the continuing or surviving corporation and no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof (and, in the case of any such transaction involving a Subsidiary, such Subsidiary shall continue to be a Subsidiary or the Borrower shall have received fair market value therefor as determined by the Board of Directors of the Borrower); and provided further that the Borrower may not be merged or consolidated with or into any Subsidiarypermitted under subsection 8.5.
Appears in 3 contracts
Samples: Credit Agreement (Service Merchandise Co Inc), Post Petition Credit Agreement (Service Merchandise Co Inc), Credit Agreement (Service Merchandise Co Inc)
Limitation on Fundamental Changes. Enter With respect to the Borrower or any Significant Subsidiary, without the consent of the Administrative Agent and the Required Lenders, enter into any merger, transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or convey, sell, lease, assign, transfer or otherwise Dispose dispose of, in one transaction or a series of transactions, all or substantially all of the consolidated assets of the Borrower and its propertySubsidiaries, business or assetstaken as a whole, except:
except (a) for sales, leases or rentals of property or assets in the ordinary course of business, (b) that any consolidated Subsidiary of the Borrower may be merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any one or more wholly owned Subsidiaries of the Borrower (provided that if any such transaction shall be between a Subsidiary and a wholly-owned Subsidiary, the wholly wholly-owned Subsidiary or Subsidiaries shall be the continuing or surviving corporation);
, (bc) any Subsidiary of the Borrower that is inactive or no longer needed in the Borrower’s consolidated group structure may be liquidated, dissolved, or otherwise eliminated under applicable law, so long as any remaining significant assets of such Subsidiary are transferred to the Borrower or to another of Borrower’s wholly owned Subsidiaries (as a liquidation distribution or otherwise);
(c) the Borrower or any wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other wholly owned Subsidiary, and, so long as no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof, the Borrower or any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any nonanother wholly-wholly owned Subsidiary of the Borrower for fair market value;
and (d) any non-wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any wholly owned Subsidiary of the Borrower for fair market value or may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other non-wholly owned Subsidiary of the Borrower; and
(e) the Borrower or any Subsidiary of the Borrower may be merged or consolidated with or into another Person; provided that any other Person if (i) the Borrower is the surviving corporation, (ii) immediately after giving effect to such merger, there shall exist no condition or such Subsidiary shall be the continuing or surviving corporation and no Default or event which constitutes an Event of Default shall have occurred or which, with the giving of notice or lapse of time or both, would constitute an Event of Default, and be continuing or would occur (iii) all representations and warranties contained in Article III hereof are true and correct on and as a result thereof of the date of the consummation of such merger, and after giving effect thereto, as though restated on and as of such date (andexcept to the extent that such representations and warranties specifically refer to an earlier date, in the which case they shall be true and correct as of any such transaction involving a Subsidiary, such Subsidiary shall continue to be a Subsidiary or the Borrower shall have received fair market value therefor as determined by the Board of Directors of the Borrowerearlier date); and provided further that the Borrower may not be merged or consolidated with or into any Subsidiary.
Appears in 2 contracts
Samples: Credit Agreement (Northwest Natural Gas Co), Credit Agreement (Northwest Natural Gas Co)
Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or convey, sell, - 80 - lease, assign, transfer or otherwise Dispose of, all or substantially all of its property, business or assets, except:
(a) any Subsidiary of the Borrower may be merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any one or more wholly owned Subsidiaries of the Borrower (provided that the wholly owned Subsidiary or Subsidiaries shall be the continuing or surviving corporation);
(b) any Subsidiary of the Borrower that is inactive or no longer needed in the Borrower’s consolidated group structure may be liquidated, dissolved, or otherwise eliminated under applicable law, so long as any remaining significant assets of such Subsidiary are transferred to the Borrower or to another of Borrower’s wholly owned Subsidiaries (as a liquidation distribution or otherwise);
(c) the Borrower or any wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other wholly owned Subsidiary, and, so long as no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof, the Borrower or any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any non-wholly owned Subsidiary of the Borrower for fair market value;
(d) any non-wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any wholly owned Subsidiary of the Borrower for fair market value or may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other non-wholly owned Subsidiary of the Borrower; and
(e) the Borrower or any Subsidiary of the Borrower may be merged or consolidated with or into another Person; provided that the Borrower or such Subsidiary shall be the continuing or surviving corporation and no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof (and, in the case of any such transaction involving a Subsidiary, such Subsidiary shall continue to be a Subsidiary or the Borrower shall have received fair market value therefor as determined by the Board of Directors of the Borrower); and provided further that the Borrower may not be merged or consolidated with or into any Subsidiary.
Appears in 2 contracts
Samples: Credit Agreement (Boston Scientific Corp), Credit Agreement (Boston Scientific Corp)
Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or convey, sell, lease, assign, transfer or otherwise Dispose dispose of, all or substantially all of its property, business or assets, except:
(a) any Subsidiary of the Borrower may be merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any one or more wholly owned Subsidiaries of the Borrower (provided that the wholly owned Subsidiary or Subsidiaries shall be the continuing or surviving corporation);; provided that upon any such merger or consolidation of the Term Loan Borrower, the Borrower or the relevant Subsidiary or Subsidiaries shall assume, by documentation reasonably satisfactory to the Administrative Agent, all of the Obligations of the Term Loan Borrower.
(b) any Subsidiary of the Borrower that is inactive or no longer needed in the Borrower’s consolidated group structure may be liquidated, dissolved, or otherwise eliminated under applicable law, so long as any remaining significant assets of such Subsidiary are transferred to the Borrower or to another of Borrower’s wholly owned Subsidiaries (as a liquidation distribution or otherwise);
(c) the Borrower or any wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other wholly owned Subsidiary, and, so long as no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof, the Borrower or any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any non-wholly owned Subsidiary of the Borrower for fair market value;
(dc) any non-wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any wholly owned Subsidiary of the Borrower for fair market value or may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other non-wholly owned Subsidiary of the Borrower; and
(ed) the Borrower or any Subsidiary of the Borrower may be merged or consolidated with or into another Person; provided that the Borrower or such Subsidiary shall be the continuing or surviving corporation and no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof (and, in the case of any such transaction involving a Subsidiary, such Subsidiary shall continue to be a Subsidiary or the Borrower shall have received fair market value therefor as determined by the Board of Directors of the Borrower); and provided further that the Borrower may not be merged or consolidated with or into any Subsidiary.
Appears in 2 contracts
Samples: Credit Agreement (Boston Scientific Corp), Credit Agreement (Boston Scientific Corp)
Limitation on Fundamental Changes. Enter into any merger, transaction in the nature of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or convey, sell, lease, assign, transfer or otherwise Dispose of, in one transaction or a series of related transactions, all or substantially all of its property, the business or assetsassets of the Borrower, exceptor enter into any such transaction or series of related transactions with regard to a group of Subsidiaries which, if merged into a single Subsidiary, would constitute a substantial part of the business or assets of the Borrower, or acquire by purchase or otherwise all or substantially all the business or assets of, or Capital Stock or other evidences of beneficial ownership of, any Person, except that:
(a) any Subsidiary of the Borrower (i) may be merged or consolidated with or into into, or its assets liquidated and distributed to, the Borrower (Borrower, provided that the Borrower shall be the continuing or surviving corporationcorporation or (ii) may be merged or consolidated with or into into, or its assets liquidated and distributed to, any one or more wholly owned Wholly Owned Subsidiaries of the Borrower (Borrower; provided that the wholly owned no Domestic Subsidiary may be merged or Subsidiaries shall be consolidated with or into a Foreign Subsidiary unless a Domestic Subsidiary is the continuing or surviving corporation)entity and no Domestic Subsidiary may have its assets liquidated and distributed to any Foreign Subsidiary;
(b) any Subsidiary of the Borrower that is inactive or no longer needed in the Borrower’s consolidated group structure may be liquidated, dissolved, or otherwise eliminated under applicable law, so long as any remaining significant assets of such Subsidiary are transferred to the Borrower or to another of Borrower’s wholly owned Subsidiaries (as a liquidation distribution or otherwise);
(c) the Borrower or any wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other wholly owned Subsidiary, and, so long as no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof, the Borrower or any Wholly Owned Subsidiary of the Borrower may selland, lease, transfer or otherwise dispose in the event such Subsidiary shall so Dispose of any or all of its assets, such Subsidiary may liquidate, wind up or dissolve; provided that no Domestic Subsidiary may Dispose of any of its assets (upon voluntary liquidation or otherwise) to any non-wholly owned Foreign Subsidiary other than in the ordinary course of business;
(c) the Borrower for fair market value;and its Subsidiaries may make acquisitions and purchases permitted by Section 7.7; and
(d) any non-wholly owned Foreign Subsidiary of the Borrower that does not have any property may sellliquidate, lease, transfer wind up or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any wholly owned Subsidiary of the Borrower for fair market value or may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other non-wholly owned Subsidiary of the Borrower; and
(e) the Borrower or any Subsidiary of the Borrower may be merged or consolidated with or into another Person; provided that the Borrower or such Subsidiary shall be the continuing or surviving corporation and no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof (and, in the case of any such transaction involving a Subsidiary, such Subsidiary shall continue to be a Subsidiary or the Borrower shall have received fair market value therefor as determined by the Board of Directors of the Borrower); and provided further that the Borrower may not be merged or consolidated with or into any Subsidiarydissolve.
Appears in 2 contracts
Samples: Credit Agreement (M & F Worldwide Corp), Credit Agreement (M & F Worldwide Corp)
Limitation on Fundamental Changes. Enter Except as permitted or contemplated by this Agreement or any other Loan Document, enter into any merger, transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or convey, sell, lease, assign, transfer or otherwise Dispose of, in one transaction or a series of transactions, all or any material part of its business or assets, whether now owned or hereafter acquired, or acquire by purchase or otherwise all or substantially all of its property, the business or assetsassets of, exceptor stock or other evidence of beneficial ownership of, any Person, or make any material change in the method by which it conducts business, except that:
(a) any Subsidiary of the Borrower may be merged merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any one or more wholly owned Subsidiaries Subsidiary of the Borrower (provided that in the case of each such merger or consolidation, the Borrower or such wholly owned Subsidiary or Subsidiaries Subsidiary, as the case may be, shall be the continuing or surviving corporation);
(bi) any Subsidiary of the Borrower that is inactive not a Loan Party may liquidate, wind up or no longer needed in dissolve and (ii) any Loan Party (other than the Borrower’s consolidated group structure ) may be liquidatedliquidate, dissolved, wind up or otherwise eliminated under applicable law, so dissolve as long as any remaining significant assets of such Subsidiary entity are transferred to the Borrower or to another of Borrower’s wholly owned Subsidiaries (as a liquidation distribution or otherwise)Loan Party;
(c) any Subsidiary of the Borrower may dispose of substantially all, or such lesser amount thereof as the Borrower shall determine, of its business, property or assets (including its Capital Stock), in one transaction or a series of transactions, to, (i) the Borrower or any wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other wholly owned Subsidiary, and, so long as no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof, the Borrower or any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any non-provided that such wholly owned Subsidiary of the Borrower for fair market value;
shall be a Subsidiary Guarantor) or (d) any non-wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any wholly owned Subsidiary of the Borrower for fair market value or may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwiseii) to any other non-wholly owned Subsidiary of the BorrowerPerson in compliance with subsection 7.8; and
(ed) the Borrower or any Subsidiary of the Borrower may be merged acquire by purchase or consolidated with otherwise all or into another Person; provided that substantially all the Borrower business or such Subsidiary shall be the continuing assets of, or surviving corporation and no Default stock or Event other evidence of Default shall have occurred and be continuing or would occur as a result thereof beneficial ownership of, any Person (andincluding, in the case of without limitation, any such transaction involving a Subsidiary, such Subsidiary shall continue to be a Subsidiary or the Borrower shall have received fair market value therefor as determined by the Board of Directors Affiliate of the Borrower); and , provided further that the Borrower may not such acquisition shall be merged or consolidated with or into any Subsidiarya Permitted Acquisition.
Appears in 1 contract
Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or convey, sell, lease, assign, transfer or otherwise Dispose dispose of, all or substantially all of its property, business or assets, except:
(a) any Person may be merged or consolidated with or into the Borrower or any Person (other than the Borrower) may be merged or consolidated with or into any one or more Subsidiaries of the Borrower; provided that (i) the Subsidiary or Subsidiaries of the Borrower shall be the continuing or surviving entity, (ii) if such Person is not a Subsidiary of the Borrower, such transaction must not effect an acquisition not permitted under subsection 8.9, (iii) in each instance involving the Borrower, the Borrower shall be the continuing or surviving entity, and (iv) in each instance involving a Guarantor, either the Guarantor shall be the continuing or surviving entity, or the continuing or surviving entity shall become a Guarantor hereunder and otherwise comply with all applicable terms of subsection 7.9 at the time of such merger or consolidation;
(b) any Subsidiary of the Borrower may be merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any one or more wholly owned Subsidiaries of the Borrower (provided that the wholly owned Subsidiary or Subsidiaries shall be the continuing or surviving corporation);
(b) any Subsidiary of the Borrower that is inactive or no longer needed other Person in the Borrower’s consolidated group structure may be liquidated, dissolved, or otherwise eliminated under applicable law, so long as any remaining significant assets of such Subsidiary are transferred order to the Borrower or effect an acquisition permitted pursuant to another of Borrower’s wholly owned Subsidiaries (as a liquidation distribution or otherwise)Section 8.9;
(c) the Borrower or (i) any wholly owned Subsidiary of the Borrower Guarantor may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other wholly owned Subsidiary, and, so long as no Default or Event of Default shall have occurred another Subsidiary Guarantor and be continuing or would occur as a result thereof, the Borrower or (ii) any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of (other than any or all of its assets (upon voluntary liquidation or otherwiseSubsidiary Guarantor) to any non-wholly owned Subsidiary of the Borrower for fair market value;
(d) any non-wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or Borrower, any wholly owned Wholly Owned Subsidiary of the Borrower for fair market value or may sell, lease, transfer or otherwise dispose of any or all of its assets Subsidiary Guarantor;
(upon voluntary liquidation or otherwised) to any other non-wholly owned Subsidiary of the BorrowerBorrower may liquidate or dissolve under applicable corporate statutes if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; and
(e) the Borrower or any Subsidiary of the Borrower may be merged or consolidated with or into another Person; provided that the Borrower or such Subsidiary shall be the continuing or surviving corporation and no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof (and, in the case of any such transaction involving a Subsidiary, such Subsidiary shall continue to be a Subsidiary or the Borrower shall have received fair market value therefor as determined expressly permitted by the Board of Directors of the Borrower); and provided further that the Borrower may not be merged or consolidated with or into any Subsidiary.subsection 8.6;
Appears in 1 contract
Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, ) or convey, sell, lease, assign, transfer or otherwise Dispose dispose of, all or substantially all of its property, business or assets, or, except with the prior consent of the Majority Lenders, make any material change in its method of conducting business as of the Effective Date, except:
: (a) so long as no Default would occur after giving effect thereto: (i) any Wholly Owned Subsidiary of the Borrower may be merged or consolidated with or into the Borrower (provided PROVIDED, that the Borrower shall be the continuing or surviving corporationPerson) or with or into any one other Wholly Owned Subsidiary; and (ii) any consolidation of any Person with any Wholly Owned Subsidiary or more wholly owned Subsidiaries any merger of any Person with the Borrower or any Wholly Owned Subsidiary (provided PROVIDED, that the wholly owned Subsidiary Borrower or Subsidiaries such Wholly Owned Subsidiary, as the case may be, shall be the continuing or surviving corporation);
Person) in connection with the consummation of any Subject Acquisition made in accordance with Section 8.8; (b) any Subsidiary of the Borrower that is inactive or no longer needed in the Borrower’s consolidated group structure may be liquidated, dissolved, or otherwise eliminated under applicable law, so long as any remaining significant assets of such Subsidiary are transferred to the Borrower or to another of Borrower’s wholly owned Subsidiaries (as a liquidation distribution or otherwise);
(c) the Borrower or any wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other wholly owned Subsidiary, and, so long as no Default or Event of Default shall have occurred and be continuing or would occur as a result thereofafter giving effect thereto, the Borrower or any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any non-wholly owned Subsidiary of the Borrower for fair market value;
(d) any non-wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwisei) to the Borrower or any wholly owned Wholly Owned Subsidiary of the Borrower for fair market value or may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwiseii) to any other non-wholly owned Subsidiary of the Borrowerin a transaction permitted by Section 8.5; and
and (ec) the Borrower or any Subsidiary of the Borrower may be merged or consolidated with or into another Person; provided that the Borrower or such Subsidiary shall be the continuing or surviving corporation and no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof (and, in the case of any such transaction involving a Subsidiary, such Subsidiary shall continue to be a Subsidiary or the Borrower shall have received fair market value therefor as determined by the Board of Directors of the Borrower); and provided further that the Borrower may not be merged or consolidated with or into any SubsidiaryMFSNT Acquisition.
Appears in 1 contract
Limitation on Fundamental Changes. Enter Except as permitted or contemplated by this Agreement or any other Loan Document, enter into any merger, transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or convey, sell, lease, assign, transfer or otherwise Dispose dispose of, in one transaction or a series of transactions, all or any material part of its business or assets, whether now owned or hereafter acquired, or acquire by purchase or otherwise all or substantially all of its property, the business or assetsassets of, exceptor stock or other evidence of beneficial ownership of, any Person, or make any material change in the method by which it conducts business, except as provided on Schedule 7.3 and that:
(a) any Subsidiary of the Borrower may be merged merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any one or more wholly owned Subsidiaries Subsidiary of the Borrower (provided that in the case of each such merger or consolidation, the Borrower or such wholly owned Subsidiary or Subsidiaries Subsidiary, as the case may be, shall be the continuing or surviving corporation);
(b) any Subsidiary of the Borrower that is inactive or no longer needed in the Borrower’s consolidated group structure may be liquidated, dissolvedwound up or dissolved into, or otherwise eliminated under applicable lawall or substantially all, so long or such lesser amount thereof as any remaining significant assets of such Subsidiary are transferred to the Borrower shall determine, of its business, property or to another assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of Borrower’s wholly owned Subsidiaries transactions, to, (as a liquidation distribution or otherwise);
(ci) the Borrower or any wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other wholly owned Subsidiary, and, so long as no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof, the Borrower or any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any non-provided that such wholly owned Subsidiary of the Borrower for fair market value;
shall be a Subsidiary Guarantor) or (d) any non-wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any wholly owned Subsidiary of the Borrower for fair market value or may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwiseii) to any other non-wholly owned Subsidiary of the Borrower; andPerson in compliance with subsection 7.9;
(ec) the Borrower or any Subsidiary of the Borrower may be merged acquire by purchase or consolidated with otherwise all or into another Person; substantially all the business or assets of, or stock or other evidence of beneficial ownership of, any Person (including, without limitation, any Affiliate of the Borrower), provided that the Borrower or such Subsidiary acquisition shall be the continuing or surviving corporation and a Permitted Acquisition; and
(d) so long as no Default or Event of Default shall have has occurred and be continuing or would occur as is continuing, the Borrower may effect a result thereof (and, in reorganization whereby the case common stock of any such transaction involving a Subsidiary, such Subsidiary shall continue to be a Subsidiary or the Borrower shall have received fair market value therefor become owned by a Person organized or existing under the laws of the United States of America, any state thereof or the District of Columbia ("Holdco"), provided, at the Borrower's election, either (i)
(A) Holdco shall assume and agree to perform all covenants, agreements, rights, obligations and liabilities of the Borrower under this Agreement and the other Loan Documents and become for all purposes thereof, the "Borrower" under this Agreement pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent, (B) the Borrower shall thereafter be a Domestic Subsidiary for all purposes under this Agreement (and shall no longer be the "Borrower"), and (C) the Borrower and Holdco shall comply with subsection 6.11(c) (it being understood that a pledge of the Capital Stock of Holdco shall not be required), or (ii) (A) the Borrower shall remain liable for all of its Obligations, (B) the provisions of Sections 4, 6, 7 and 8 applicable to the Borrower shall also be applicable to Holdco and (C) Holdco shall execute and deliver to the Administrative Agent a Guarantee and Collateral Agreement and such other documents as determined the Administrative Agent shall reasonably request in form and substance reasonably acceptable to the Administrative Agent; provided further, that in the event of the assumption by the Board Holdco of Directors such covenants, agreements, rights, obligations and liabilities of the Borrower); , Holdco shall become concurrently with such assumption the primary obligor on the Senior Subordinated Notes and provided further that any other subordinated or unsecured Indebtedness of the Borrower may not be merged or consolidated with or into any Subsidiarypermitted pursuant to subsection 7.6 of this Agreement that are outstanding (other than the Existing Senior Subordinated Notes).
Appears in 1 contract
Samples: Credit Agreement (Scotts Company)
Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or convey, sell, lease, assign, transfer or otherwise Dispose dispose of, all or substantially all of its property, business or assets, assets except:
(a) any Restricted Subsidiary of the Borrower may be merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any one or more wholly owned Subsidiaries of the Borrower (provided that the a Subsidiary Guarantor or wholly owned Restricted Subsidiary or Restricted Subsidiaries shall be the continuing or surviving corporationcorporation and provided, further, that if one of the parties to such transaction (i) is a Subsidiary Guarantor then the continuing or surviving corporation shall be a Subsidiary Guarantor or (ii) is not a Restricted Subsidiary, no Default shall result therefrom);
(b) any Restricted Subsidiary of the Borrower that is inactive or no longer needed in the Borrower’s consolidated group structure may be liquidatedconvey, dissolved, or otherwise eliminated under applicable law, so long as any remaining significant assets of such Subsidiary are transferred to the Borrower or to another of Borrower’s wholly owned Subsidiaries (as a liquidation distribution or otherwise);
(c) the Borrower or any wholly owned Subsidiary of the Borrower may sell, lease, transfer transfer, assign or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Subsidiary Guarantor or any wholly owned Subsidiary, and, so long as no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof, the Borrower or any Restricted Subsidiary of the Borrower (provided that if such selling Restricted Subsidiary is a Subsidiary Guarantor then the acquiring Restricted Subsidiary shall be a Subsidiary Guarantor); and
(c) any Restricted Subsidiary may be merged or consolidated with or into, or convey, sell, lease, transfer transfer, assign or otherwise dispose of any or all of its assets (upon voluntary liquidation to, any Person to the extent that the sale or otherwise) to any non-wholly owned Subsidiary other disposition of the Borrower for fair market value;
(d) any non-wholly owned assets of such Restricted Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any wholly owned Subsidiary of the Borrower for fair market value or may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other non-wholly owned Subsidiary of the Borrower; and
(e) the Borrower or any Subsidiary of the Borrower may would be merged or consolidated with or into another Person; provided that the Borrower or such Subsidiary shall be the continuing or surviving corporation and no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof (and, in the case of any such transaction involving a Subsidiary, such Subsidiary shall continue to be a Subsidiary or the Borrower shall have received fair market value therefor as determined by the Board of Directors of the Borrower); and provided further that the Borrower may not be merged or consolidated with or into any Subsidiarypermitted under subsection 9.5.
Appears in 1 contract
Limitation on Fundamental Changes. Enter The Borrower shall not, and shall not permit any Restricted Subsidiary to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or convey, sell, lease, assign, transfer or otherwise Dispose dispose of, all or substantially all of its propertybusiness units, business assets or assetsother properties, except:
except that: (a) any Subsidiary so long as no Event of Default has occurred and is continuing or would result therefrom and immediately after giving pro forma effect to such transaction, either (x) the Borrower (or Successor Borrower, as applicable) would be able to Incur an additional $1.00 of Coverage Indebtedness pursuant to Section 7.2(a) or (y) the Consolidated Coverage Ratio of the Borrower (or Successor Borrower, as applicable) is greater than the Consolidated Coverage Ratio of the Borrower immediately prior to giving effect to such transaction, then any Subsidiary or any other Person may be merged merged, amalgamated or consolidated with or into the Borrower (Borrower; provided that (A) the Borrower shall be the continuing or surviving corporationcorporation or (B) if the Person formed by or with surviving any such merger, amalgamation or into any one or more wholly owned Subsidiaries of consolidation is not the Borrower (provided that such other Person, the wholly owned Subsidiary or Subsidiaries “Successor Borrower”), (i) the Successor Borrower shall be an entity organized or existing under the continuing or surviving corporation);laws of the United States, any state thereof, the District of Columbia 99
(bi) any Restricted Subsidiary of the Borrower that is inactive or no longer needed in the Borrower’s consolidated group structure not a Loan Party may be liquidatedconvey, dissolved, or otherwise eliminated under applicable law, so long as any remaining significant assets of such Subsidiary are transferred to the Borrower or to another of Borrower’s wholly owned Subsidiaries (as a liquidation distribution or otherwise);
(c) the Borrower or any wholly owned Subsidiary of the Borrower may sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or dissolution or otherwise) to the Borrower or any other wholly owned SubsidiaryRestricted Subsidiary or (ii) any Loan Party (other than the Borrower) may convey, and, so long as no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof, the Borrower or any Subsidiary of the Borrower may sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or dissolution or otherwise) to any non-wholly owned Subsidiary of the Borrower for fair market value;
other Loan Party; (d) any non-wholly owned Subsidiary of the Borrower may convey, sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any wholly owned Subsidiary of the Borrower for fair market value or may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation dissolution or otherwise) to any other non-wholly owned Subsidiary of the Borrower; and
(e) the Borrower or any Subsidiary of the Borrower may be merged or consolidated with or into another Persona Loan Party; provided that the consideration for any such disposition by any Person other than a Guarantor shall not exceed the fair value of such assets; (e) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or such Subsidiary shall be the continuing or surviving corporation and no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof (and, dissolution is in the case best interests of any such transaction involving a Subsidiary, such Subsidiary shall continue to be a Subsidiary or the Borrower shall have received fair market value therefor as determined by and is not materially disadvantageous to the Board of Directors of the Borrower)Lenders; and provided further that the Borrower may not be merged or consolidated with or into any Subsidiary.and
Appears in 1 contract
Samples: Credit and Guaranty Agreement (U.S. Concrete, Inc.)
Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or convey, sell, lease, assign, transfer or otherwise Dispose dispose of, all or substantially all of its property, business or assets, except:
(a) any Subsidiary of the Parent Borrower may be merged merged, consolidated or consolidated amalgamated with or into the Parent Borrower (provided that the Parent Borrower shall be the continuing or surviving corporationentity) or with or into any one or more wholly owned Wholly Owned Subsidiaries of the Parent Borrower (provided that the wholly owned Wholly Owned Subsidiary or Subsidiaries of the Parent Borrower shall be the continuing or surviving corporationentity); provided that in any case where the Subsidiary that is the non-surviving entity is a Subsidiary Guarantor and such Subsidiary’s assets include real property owned by such Subsidiary Guarantor or Voting Stock of any other Subsidiary Guarantor, or if such merger, amalgamation or consolidation constitutes (alone or together with any related merger, amalgamation or consolidation by any Subsidiary Guarantor) a transfer of all or substantially all of the assets of the Domestic Subsidiaries or Canadian Subsidiaries that are Loan Parties, (1) the continuing or surviving entity shall be a Loan Party, or (2) such merger, consolidation or amalgamation shall be in the ordinary course of business, or (3) if the continuing or surviving entity is not a Loan Party, the Net Cash Proceeds of all such assets transferred by a Subsidiary Guarantor pursuant to this clause (3) do not exceed $15,000,000 in any fiscal year, or (4) at the time of and upon giving effect to such merger, consolidation or amalgamation, the Payment Condition is satisfied;
(b) any Subsidiary of the Borrower that is inactive or no longer needed in the Borrower’s consolidated group structure may be liquidated, dissolved, or otherwise eliminated under applicable law, so long as any remaining significant assets of such Subsidiary are transferred to the Borrower or to another of Borrower’s wholly owned Subsidiaries (as a liquidation distribution or otherwise);
(c) the Borrower or any wholly owned Subsidiary of the Parent Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or any other wholly owned Wholly Owned Subsidiary of the Parent Borrower (and, in the case of a non-Wholly Owned Subsidiary, and, so long as no Default or Event of Default shall have occurred and may be continuing or would occur as a result thereof, liquidated to the extent the Parent Borrower or any Wholly Owned Subsidiary which is a direct parent of such non-Wholly Owned Subsidiary receives a pro rata distribution of the assets thereof); provided that if any Subsidiary Borrower may sellor a Canadian Borrower so disposes of all or substantially all of its assets, leasein the case of either (A) such Borrower shall, transfer simultaneously with such disposition, (1) repay in full all outstanding Loans made (x) to it and (y) against assets contributed by it to the U.S. Borrowing Base or otherwise dispose Canadian Borrowing Base, as applicable, to any other Borrower and (2) terminate its right to borrow hereunder or (B) the transferee of such assets shall be a Borrower; provided, further, that (x) if the Subsidiary that disposes of any or all of its assets is a Subsidiary Guarantor and such disposition includes real property owned by such Subsidiary Guarantor or Voting Stock of any other Subsidiary Guarantor, or constitutes (upon voluntary liquidation alone or otherwisetogether with any related disposition of assets by any Subsidiary Guarantor) to any non-wholly owned Subsidiary all or substantially all of the Borrower for fair market valueassets of the Domestic Subsidiaries or Canadian Subsidiaries that are Loan Parties, (1) the transferee of such assets shall be a Loan Party, or (2) such disposition shall be in the ordinary course of business, or (3) if the transferee of such assets is not a Loan Party, the Net Cash Proceeds of all such assets transferred by a Subsidiary Guarantor pursuant to this clause (3) do not exceed $15,000,000 in any fiscal year, or (4) at the time of and upon giving effect to such disposition, the Payment Condition is satisfied;
(c) pursuant to the Spinoff/Recapitalization Transaction; or
(d) any non-wholly owned Subsidiary of to the Borrower may sellextent such sale, lease, transfer or otherwise dispose other disposition or transaction is expressly excluded from the definition of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any wholly owned Subsidiary of the Borrower for fair market value or may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other non-wholly owned Subsidiary of the Borrower; and
(e) the Borrower or any Subsidiary of the Borrower may be merged or consolidated with or into another Person; provided that the Borrower or such Subsidiary shall be the continuing or surviving corporation and no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof (and, in the case of any such transaction involving a Subsidiary, such Subsidiary shall continue to be a Subsidiary or the Borrower shall have received fair market value therefor as determined by the Board of Directors of the Borrower); and provided further that the Borrower may not be merged or consolidated with or into any Subsidiary“Asset Sale”.
Appears in 1 contract
Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or convey, sell, lease, assign, transfer or otherwise Dispose dispose of, all or substantially all of its property, business or assets, except:
(a) any Subsidiary of the Borrower may be merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any one or more wholly owned Subsidiaries of the Borrower (provided that the wholly owned Subsidiary or Subsidiaries shall be the continuing or surviving corporation);
(b) any Subsidiary of the Borrower that is inactive or no longer needed in the Borrower’s consolidated group structure may be liquidated, dissolved, or otherwise eliminated under applicable law, so long as any remaining significant assets of such Subsidiary are transferred to the Borrower or to another of Borrower’s wholly owned Subsidiaries (as a liquidation distribution or otherwise);
(c) the Borrower or any wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other wholly owned Subsidiary, and, so long as no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof, the Borrower or any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any non-wholly owned Subsidiary of the Borrower for fair market value;
(dc) any non-wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any wholly owned Subsidiary of the Borrower for fair market value or may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other non-wholly owned Subsidiary of the Borrower; and
(e) the Borrower or any Subsidiary of the Borrower may be merged or consolidated with or into another Person; provided that the Borrower or such Subsidiary shall be the continuing or surviving corporation and no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof (and, in the case of any such transaction involving a Subsidiary, such Subsidiary shall continue to be a Subsidiary or the Borrower shall have received fair market value therefor as determined by the Board of Directors of the Borrower); and provided further that the Borrower may not be merged or consolidated with or into any Subsidiary.
Appears in 1 contract
Samples: Revolving Credit Agreement (Boston Scientific Corp)
Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or convey, sell, lease, assign, transfer or otherwise Dispose dispose of, all or substantially all of its property, business or assets, except:
(a) any Subsidiary of the Borrower may be merged or consolidated with or into the Borrower (provided PROVIDED that the Borrower shall be the continuing or surviving corporation) or with or into any one or more wholly owned Subsidiaries of the Borrower (provided PROVIDED that the wholly owned Subsidiary or Subsidiaries shall be the continuing or surviving corporation);
(b) any Subsidiary of the Borrower that is inactive or no longer needed in the Borrower’s consolidated group structure may be liquidated, dissolved, or otherwise eliminated under applicable law, so long as any remaining significant assets of such Subsidiary are transferred to the Borrower or to another of Borrower’s wholly owned Subsidiaries (as a liquidation distribution or otherwise);
(c) the Borrower or any wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other wholly owned Subsidiary, and, so long as no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof, the Borrower or any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any non-wholly owned Subsidiary of the Borrower for fair market value;
(dc) any non-wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any wholly owned Subsidiary of the Borrower for fair market value or may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other non-wholly owned Subsidiary of the Borrower; and
(ed) the Borrower or any Subsidiary of the Borrower may be merged or consolidated with or into another Person; provided PROVIDED that the Borrower or such Subsidiary shall be the continuing or surviving corporation and no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof (and, in the case of any such transaction involving a Subsidiary, such Subsidiary shall continue to be a Subsidiary or the Borrower shall have received fair market value therefor as determined by the Board of Directors of the Borrower); and provided PROVIDED further that the Borrower may not be merged or consolidated with or into any Subsidiary.
Appears in 1 contract
Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or convey, sell, lease, assign, transfer or otherwise Dispose dispose of, all or substantially all of its property, business or assets, except:
(a) any Subsidiary of the Borrower may be merged or consolidated with or into the Borrower (provided PROVIDED that the Borrower shall be the continuing or surviving corporation) or with or into any one or more wholly owned Subsidiaries of the Borrower (provided PROVIDED that the wholly owned Subsidiary or Subsidiaries shall be the continuing or surviving corporation);
(b) any Subsidiary of the Borrower that is inactive or no longer needed in the Borrower’s consolidated group structure may be liquidated, dissolved, or otherwise eliminated under applicable law, so long as any remaining significant assets of such Subsidiary are transferred to the Borrower or to another of Borrower’s wholly owned Subsidiaries (as a liquidation distribution or otherwise);
(c) the Borrower or any wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other wholly owned Subsidiary, and, so long as no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof, the Borrower or any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any non-wholly owned Subsidiary of the Borrower for fair market value;
(dc) any non-wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any wholly owned Subsidiary of the Borrower for fair market value or may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other non-wholly owned Subsidiary of the Borrower; and
(ed) the Borrower or any Subsidiary of the Borrower may be merged or consolidated with or into another Person; provided PROVIDED that the Borrower or such Subsidiary shall be the continuing or surviving corporation and no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof (and, in the case of any such transaction involving a Subsidiary, Subsidiary such Subsidiary shall continue to be a Subsidiary or the Borrower shall have received fair market value therefor as determined by the Board of Directors of the Borrower); and provided PROVIDED further that the Borrower may not be merged or consolidated with or into any Subsidiary.
Appears in 1 contract
Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or convey, sell, lease, assign, transfer or otherwise Dispose dispose of, all or substantially all of its property, business or assets, except:
(a) any Subsidiary of the Parent Borrower may be merged merged, consolidated or consolidated amalgamated with or into the Parent Borrower (provided that the Parent Borrower shall be the continuing or surviving corporation) or with or into any one or more wholly owned Wholly Owned Subsidiaries of the Parent Borrower (provided that the wholly owned Wholly Owned Subsidiary or Subsidiaries of the Parent Borrower shall be the continuing or surviving corporationentity); provided that if such merger or consolidation constitutes a transfer of all or substantially all of the assets of any Loan Party, (1) the continuing or surviving entity shall be a Loan Party, or (2) at the time of such merger, consolidation or amalgamation, the Payment Conditions are satisfied;
(b) any Subsidiary of the Borrower that is inactive or no longer needed in the Borrower’s consolidated group structure may be liquidated, dissolved, or otherwise eliminated under applicable law, so long as any remaining significant assets of such Subsidiary are transferred to the Borrower or to another of Borrower’s wholly owned Subsidiaries (as a liquidation distribution or otherwise);
(c) the Borrower or any wholly owned Subsidiary of the Parent Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or any other wholly owned Wholly Owned Subsidiary of the Parent Borrower (and, in the case of a non-Wholly Owned Subsidiary, and, so long as no Default or Event of Default shall have occurred and may be continuing or would occur as a result thereof, liquidated to the extent the Parent Borrower or any Wholly Owned Subsidiary which is a direct parent of such non-Wholly Owned Subsidiary receives a pro rata distribution of the assets thereof); provided that if any Borrower may sellso disposes of all or substantially all of its assets, leaseeither (A) such Borrower shall, transfer simultaneously with such disposition, (1) repay in full all outstanding Loans made to it against assets contributed by it to the Borrowing Base and (2) terminate its right to borrow hereunder or otherwise dispose (B) the transferee of such assets shall be a Borrower; provided, further, that (x) if the Subsidiary that disposes of any or all of its assets is a Loan Party, (upon voluntary liquidation 1) the transferee of such assets shall be a Loan Party, or otherwise(2) to any non-wholly owned Subsidiary at the time of such disposition, the Borrower for fair market value;
(d) any non-wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any wholly owned Subsidiary of the Borrower for fair market value or may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other non-wholly owned Subsidiary of the BorrowerPayment Conditions are satisfied; and
(ec) the Borrower or any Subsidiary of the Borrower may be merged or consolidated with or into another Person; provided that the Borrower or such Subsidiary shall be the continuing or surviving corporation and no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof (and, in the case of any such transaction involving a Subsidiary, such Subsidiary shall continue to be a Subsidiary or the Borrower shall have received fair market value therefor as determined expressly permitted by the Board of Directors of the Borrower); and provided further that the Borrower may not be merged or consolidated with or into any Subsidiarysubsection 8.6.
Appears in 1 contract
Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or convey, sell, lease, assign, transfer or otherwise Dispose of, all or substantially all of its property, business or assets, except:
(a) any Subsidiary of the Borrower may be merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any one or more wholly owned Subsidiaries of the Borrower (provided that the wholly owned Subsidiary or Subsidiaries shall be the continuing or surviving corporation);
(b) any Subsidiary of the Borrower that is inactive or no longer needed in the Borrower’s consolidated group structure may be liquidated, dissolved, or otherwise eliminated under applicable law, so long as any remaining significant assets of such Subsidiary are transferred to the Borrower or to another of Borrower’s wholly owned Subsidiaries (as a liquidation distribution or otherwise);
(c) the Borrower or any wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other wholly owned Subsidiary, and, so long as no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof, the Borrower or any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any non-wholly owned Subsidiary of the Borrower for fair market value;
(d) any non-wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any wholly owned Subsidiary of the Borrower for fair market value or may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other non-wholly owned Subsidiary of the Borrower; and
(e) the Borrower or any Subsidiary of the Borrower may be merged or consolidated with or into another Person; provided that the Borrower or such Subsidiary shall be the continuing or surviving corporation and no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof (and, in the case of any such transaction involving a Subsidiary, such Subsidiary shall continue to be a Subsidiary or the Borrower shall have received fair market value therefor as determined by the Board of Directors of the Borrower); and provided further that the Borrower may not be merged or consolidated with or into any Subsidiary.or
Appears in 1 contract
Samples: Bridge Credit Agreement
Limitation on Fundamental Changes. Enter Limitation on ------------------------------------------------ Acquisitions; Limitation on Dispositions. No Company shall, directly or ---------------------------------------- indirectly, (1) enter into any merger, transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate (2) acquire any business or Property from, or capital stock of, or be a Division as the Dividing party to any acquisition of, any Person, or effect any Acquisition, or (3) effect any Disposition or convey, sell, lease, assign, transfer or otherwise Dispose dispose of, in one transaction or a series of transactions, all or substantially all a substantial part of its property, business or assetsProperty, exceptwhether now owned or hereafter acquired, including receivables and leasehold interests. Notwithstanding the foregoing provisions of this Section 9.06, each of the following shall be permitted:
(a) purchases of inventory and other Property to be sold or used in the ordinary course of business;
(b) Acquisitions permitted by Section 9.09(k);
(c) any Subsidiary of the Borrower may be merged or consolidated or dissolved or liquidated with or into the into:
(i) Borrower (provided that the if Borrower shall be the continuing or surviving corporationcorporation or (ii) or with or into any one or more wholly owned Subsidiaries of the Borrower (provided Qualified Subsidiary; provided, however, that the wholly owned a Qualified Subsidiary or Subsidiaries shall be the continuing -------- ------- or surviving corporation);
(bd) any Subsidiary of the Borrower that is inactive or no longer needed in the Borrower’s consolidated group structure may be liquidatedsell, dissolvedlease, transfer or otherwise eliminated under applicable law, so long as dispose of any remaining significant assets or all of such Subsidiary are transferred its Property (upon voluntary liquidation or otherwise) to the Borrower or to another of Borrower’s wholly owned Subsidiaries (as a liquidation distribution or otherwise)any Qualified Subsidiary;
(ce) the Borrower or any wholly owned Wholly Owned Subsidiary of the Borrower that is a Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other wholly owned another Wholly Owned Subsidiary which is a Foreign Subsidiary, and, so long as no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof, the Borrower or any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any non-wholly owned Subsidiary of the Borrower for fair market value;
(df) Dispositions of used, worn out, obsolete or surplus Property by any Company, all in the ordinary course of business; provided, however, that the proceeds thereof are reinvested in the -------- ------- business of any Company within one year of such Disposition;
(g) any non-wholly owned Foreign Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any wholly owned Subsidiary of the Borrower for fair market value or may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other non-wholly owned Subsidiary of the Borrower; and
(e) the Borrower or any Subsidiary of the Borrower may be merged or consolidated with or into another Person; any one or more Wholly Owned Subsidiaries that are Foreign Subsidiaries (provided that the Borrower or such a Wholly Owned Subsidiary that is a Foreign Subsidiary shall be the continuing or surviving corporation and no Default corporation);
(h) any Company may sell or Event of Default shall have occurred and be continuing or would occur as a result thereof (anddiscount, in each case without recourse, accounts receivable arising in the case ordinary course of business, but only in connection with the compromise or collection thereof;
(i) any Foreign Subsidiary may sell its accounts receivable; provided, however, that the terms of each such transaction involving a Subsidiary, such Subsidiary shall continue sale are reasonably -------- ------- satisfactory in form and substance to be a Subsidiary or the Borrower shall have received Administrative Agent;
(j) any Company may effect any Disposition for fair market value therefor not to exceed (1) $250,000 in the aggregate for all Companies in any fiscal year of Borrower and (2) in addition to that permitted by subclause (1) of this Section 9.06(j) (which shall not count against this subclause (2)), $3.0 million in the aggregate for all Companies since the Closing Date (not including any other permitted Disposi- tion pursuant to this Section 9.06); provided, however, clauses (1 ) -------- ------- and (2) above shall be subject to Section 2.10(a)(iii); and
(k) transfers resulting from any casualty or condemnation of property or assets. To the extent the Majority Lenders waive the provisions of this Section 9.06 with respect to the sale or other disposition of any Collateral, or any Collateral is sold or otherwise disposed of as determined permitted by this Section 9.06 (and such Collateral is released (or permitted to be released) from the Liens created by the Board respective Security Document), such Collateral in each case shall be sold or otherwise disposed of Directors free and clear of the Borrower); Liens created by the Security Documents and provided further that the Borrower may not be merged or consolidated with or into any SubsidiaryAdministrative Agent shall take such actions as are appropriate in connection therewith.
Appears in 1 contract
Samples: Credit Agreement (Krasovec Frank P)
Limitation on Fundamental Changes. Enter Except as permitted or contemplated by this Agreement or any other Loan Document, enter into any merger, transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or convey, sell, lease, assign, transfer or otherwise Dispose dispose of, in one transaction or a series of transactions, all or any material part of its business or assets, whether now owned or hereafter acquired, or acquire by purchase or otherwise all or substantially all of its property, the business or assetsassets of, exceptor stock or other evidence of beneficial ownership of, any Person, or make any material change in the method by which it conducts business, except that:
(a) any Subsidiary of the Borrower may be merged merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any one or more wholly owned Subsidiaries Subsidiary of the Borrower (provided that in the case of each such merger or consolidation, the Borrower or such wholly owned Subsidiary or Subsidiaries Subsidiary, as the case may be, shall be the continuing or surviving corporation);
(b) any Subsidiary of the Borrower that is inactive or no longer needed in the Borrower’s consolidated group structure may be liquidated, dissolvedwound up or dissolved into, or otherwise eliminated under applicable lawall or substantially all, so long or such lesser amount thereof as any remaining significant assets of such Subsidiary are transferred to the Borrower shall determine, of its business, property or to another assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of Borrower’s wholly owned Subsidiaries transactions, to, (as a liquidation distribution or otherwise);
(ci) the Borrower or any wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other wholly owned Subsidiary, and, so long as no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof, the Borrower or any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any non-provided that such wholly owned Subsidiary of the Borrower for fair market value;
shall be a Subsidiary Guarantor) or (d) any non-wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any wholly owned Subsidiary of the Borrower for fair market value or may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwiseii) to any other non-wholly owned Subsidiary of the BorrowerPerson in compliance with subsection 7.9; and
(ec) the Borrower or any Subsidiary of the Borrower may be merged acquire by purchase or consolidated with otherwise all or into another Person; provided that substantially all the business or assets of, or stock or other evidence of beneficial ownership of, any Person (including, without limitation, any Affiliate of the Borrower), in the same or 98 92 similar line of business as the Borrower or such Subsidiary Subsidiary, as the case may be provided that such acquisition shall be the continuing or surviving corporation and no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof (and, in the case of any such transaction involving a Subsidiary, such Subsidiary shall continue to be a Subsidiary or the Borrower shall have received fair market value therefor as determined by the Board of Directors of the Borrower); and provided further that the Borrower may not be merged or consolidated with or into any SubsidiaryPermitted Acquisition.
Appears in 1 contract
Samples: Credit Agreement (Scotts Company)
Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or convey, sell, lease, assign, transfer or otherwise Dispose dispose of, all or substantially all of its property, business or assets, except:
(a) any Subsidiary of the Borrower may be merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any one or more wholly owned Subsidiaries of the Borrower (provided that the wholly owned Subsidiary or Subsidiaries shall be the continuing or surviving corporation);
(b) any Subsidiary of the Borrower that is inactive or no longer needed in the Borrower’s consolidated group structure may be liquidated, dissolved, or otherwise eliminated under applicable law, so long as any remaining significant assets of such Subsidiary are transferred to the Borrower or to another of Borrower’s wholly owned Subsidiaries (as a liquidation distribution or otherwise);
(c) the The Borrower or any wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other wholly owned Subsidiary, and, so long as no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof, the Borrower or any Subsidiary of the Borrower or may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any non-wholly owned Subsidiary of the Borrower for fair market value;
(dc) any non-wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any wholly owned Subsidiary of the Borrower for fair market value or may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other non-wholly owned Subsidiary of the Borrower; and
(ed) the Borrower or any Subsidiary of the Borrower may be merged or consolidated with or into another Person; provided that the Borrower or such Subsidiary shall be the continuing or surviving corporation and no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof (and, in the case of any such transaction involving a Subsidiary, such Subsidiary shall continue to be a Subsidiary or the Borrower shall have received fair market value therefor as determined by the Board of Directors of the Borrower)thereof; and provided further that the Borrower may not be merged or consolidated with or into any Subsidiary.
Appears in 1 contract
Limitation on Fundamental Changes. Enter Except as permitted or contemplated by this Agreement or any other Loan Document, enter into any merger, transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or convey, sell, lease, assign, transfer or otherwise Dispose of, in one transaction or a series of transactions, all or any material part of its business or assets, whether now owned or hereafter acquired, or acquire by purchase or otherwise all or substantially all of its property, the business or assetsassets of, exceptor stock or other evidence of beneficial ownership of, any Person, or make any material change in the method by which it conducts business, except that:
(a) any Subsidiary of the Borrower may be merged merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any one or more wholly Wholly owned Subsidiaries Subsidiary of the Borrower (provided that in the wholly case of each such merger or consolidation, the Borrower or such Wholly owned Subsidiary or Subsidiaries Subsidiary, as the case may be, shall be the continuing or surviving corporation);
(bi) any Subsidiary of the Borrower that is inactive not a Loan Party may liquidate, wind up or no longer needed in dissolve and (ii) any Loan Party (other than the Borrower’s consolidated group structure ) may be liquidatedliquidate, dissolved, wind up or otherwise eliminated under applicable law, so dissolve as long as any remaining significant assets of such Subsidiary entity are transferred to the Borrower or to another of Borrower’s wholly owned Subsidiaries (as a liquidation distribution or otherwise)Loan Party;
(c) the Borrower or any wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other wholly owned Subsidiary, and, so long as no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof, the Borrower or any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any substantially all, or all such lesser amount thereof as the Borrower shall determine, of its business, property or assets (upon voluntary liquidation including its Capital Stock), in one transaction or otherwisea series of transactions, to, (i) to the Borrower or any non-wholly Wholly owned Subsidiary of the Borrower for fair market value;
(d) any non-wholly provided that such Wholly owned Subsidiary of the Borrower may sell, lease, transfer shall be a Subsidiary Guarantor) or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any wholly owned Subsidiary of the Borrower for fair market value or may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwiseii) to any other non-wholly owned Subsidiary of the BorrowerPerson in compliance with subsection 7.8; and
(ed) the Borrower or any Subsidiary of the Borrower may be merged acquire by purchase or consolidated with otherwise all or into another Person; provided that substantially all the Borrower business or such Subsidiary shall be the continuing assets of, or surviving corporation and no Default stock or Event other evidence of Default shall have occurred and be continuing or would occur as a result thereof beneficial ownership of, any Person (andincluding, in the case of without limitation, any such transaction involving a Subsidiary, such Subsidiary shall continue to be a Subsidiary or the Borrower shall have received fair market value therefor as determined by the Board of Directors Affiliate of the Borrower); and , provided further that the Borrower may not such acquisition shall be merged or consolidated with or into any Subsidiarya Permitted Acquisition.
Appears in 1 contract
Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or convey, sell, lease, assign, transfer or otherwise Dispose dispose of, all or substantially all of its property, business or assets, except:
(a) any Subsidiary of the Borrower may be merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any one or more wholly owned Subsidiaries of the Borrower (provided that the wholly owned Subsidiary or Subsidiaries shall be the continuing or surviving corporation);
(b) any Subsidiary of the Borrower that is inactive or no longer needed in the Borrower’s consolidated group structure may be liquidated, dissolved, or otherwise eliminated under applicable law, so long as any remaining significant assets of such Subsidiary are transferred to the Borrower or to another of Borrower’s wholly owned Subsidiaries (as a liquidation distribution or otherwise);
(c) the Borrower or any wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other wholly owned Subsidiary, and, so long as no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof, the Borrower or any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any non-wholly owned Subsidiary of the Borrower for fair market value;
(dc) any non-wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any wholly owned Subsidiary of the Borrower for fair market value or may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other non-wholly owned Subsidiary of the Borrower; and
(ed) the Borrower or any Subsidiary of the Borrower may be merged or consolidated with or into another Person; provided that the Borrower or such Subsidiary shall be the continuing or surviving corporation and no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof (and, in the case of any such transaction involving a Subsidiary, Subsidiary such Subsidiary shall continue to be a Subsidiary or the Borrower shall have received fair market value therefor as determined by the Board of Directors of the Borrower); and provided further that the Borrower may not be merged or consolidated with or into any Subsidiary.
Appears in 1 contract
Limitation on Fundamental Changes. Enter into The Borrower will not, and will not permit the Subsidiaries to, consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or convey, sell, lease, assign, transfer or otherwise Dispose consummate the Disposition of, all or substantially all of its propertybusiness units, business assets or assetsother properties, exceptexcept that:
(a) [reserved]; (b) so long as no Event of Default has occurred and is continuing or would result therefrom, any non-Debtor Subsidiary of the Borrower may be merged merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any one or more wholly owned Subsidiaries of the Borrower non-Debtor Subsidiaries; (provided that the wholly owned Subsidiary or Subsidiaries shall be the continuing or surviving corporation);
c) [reserved]; (bd) any Subsidiary of the Borrower that is inactive or no longer needed in the Borrower’s consolidated group structure may be liquidated, dissolved, or otherwise eliminated under applicable law, so long as any remaining significant assets of such Subsidiary are transferred to the Borrower or to another of Borrower’s wholly owned Subsidiaries (as not a liquidation distribution or otherwise);
(c) the Borrower or any wholly owned Subsidiary of the Borrower Credit Party may sell, lease, transfer or otherwise dispose Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other wholly owned Subsidiary, and, so long as no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof, ; (e) the Borrower or any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any non-wholly owned Subsidiary of the Borrower for fair market value;
(d) any non-wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any wholly owned Subsidiary of the Borrower for fair market value or may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other non-wholly owned Subsidiary of the Borrower; and
(e) the Borrower or any Subsidiary of the Borrower may be merged or consolidated with or into another PersonCredit 144 Party; provided that the consideration for any such Disposition by any Person other than a Debtor shall not exceed the fair value of such assets; (f) any Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Subsidiary shall be the continuing is a Credit Party, any assets or surviving corporation and no Default business of such Subsidiary not otherwise disposed of or Event of Default shall have occurred and be continuing transferred in accordance with Section 10.4 or would occur as a result thereof (and10.5, or in the case of any such transaction involving business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Subsidiary, Debtor after giving effect to such liquidation or dissolution; (g) any non-Debtor Subsidiary shall continue to may change its legal form so long as no Event of Default has occurred and is continuing or would result therefrom; (h) [reserved]; (i) the Transactions may be a Subsidiary or consummated; and
(j) the Borrower shall have received fair market value therefor as determined and the Subsidiaries may consummate a merger, amalgamation dissolution, liquidation, windup, consolidation or Disposition, constituting, or otherwise resulting in, a transaction permitted by Section 10.4 (other than pursuant to (x) Section 10.4(d) and (y) the Board Disposition of Directors all or substantially all of the Borrower); and provided further that assets of the Borrower may not be merged and its Subsidiaries, taken as a whole, to any Person other than the Borrower or consolidated with or into any SubsidiaryGuarantor), an Investment permitted pursuant to Section 10.5 (other than Section 10.5(l)), and any Restricted Payments permitted pursuant to Section 10.6 (other than Section 10.6(f)).
Appears in 1 contract
Limitation on Fundamental Changes. Enter into The Borrower will not, and will not permit the Subsidiaries to, consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or convey, sell, lease, assign, transfer or otherwise Dispose consummate the Disposition of, all or substantially all of its propertybusiness units, business assets or assetsother properties, exceptexcept that:
(a) [reserved];
(b) so long as no Event of Default has occurred and is continuing or would result therefrom, any non-Debtor Subsidiary of the Borrower may be merged merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any one or more wholly owned Subsidiaries of the Borrower (provided that the wholly owned Subsidiary or Subsidiaries shall be the continuing or surviving corporation);
(b) any Subsidiary of the Borrower that is inactive or no longer needed in the Borrower’s consolidated group structure may be liquidated, dissolved, or otherwise eliminated under applicable law, so long as any remaining significant assets of such Subsidiary are transferred to the Borrower or to another of Borrower’s wholly owned Subsidiaries (as a liquidation distribution or otherwise)non-Debtor Subsidiaries;
(c) the Borrower or [reserved];
(d) any wholly owned Subsidiary of the Borrower that is not a Credit Party may sell, lease, transfer or otherwise dispose Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other wholly owned Subsidiary, and, so long as no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof, ;
(e) the Borrower or any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any non-wholly owned Subsidiary of the Borrower for fair market value;
(d) any non-wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any wholly owned Subsidiary of the Borrower for fair market value or may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other non-wholly owned Subsidiary of the Borrower; and
(e) the Borrower or any Subsidiary of the Borrower may be merged or consolidated with or into another PersonCredit Party; provided that the consideration for any such Disposition by any Person other than a Debtor shall not exceed the fair value of such assets;
(f) any Subsidiary may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Subsidiary shall be the continuing is a Credit Party, any assets or surviving corporation and no Default business of such Subsidiary not otherwise disposed of or Event of Default shall have occurred and be continuing transferred in accordance with Section 10.4 or would occur as a result thereof (and10.5, or in the case of any such transaction involving business, discontinued, shall be transferred to, or otherwise owned or conducted by, a Subsidiary, Debtor after giving effect to such liquidation or dissolution;
(g) any non-Debtor Subsidiary shall continue to may change its legal form so long as no Event of Default has occurred and is continuing or would result therefrom;
(h) [reserved];
(i) the Transactions may be a Subsidiary or consummated; and
(j) the Borrower shall have received fair market value therefor as determined and the Subsidiaries may consummate a merger, amalgamation dissolution, liquidation, windup, consolidation or Disposition, constituting, or otherwise resulting in, a transaction permitted by Section 10.4 (other than pursuant to (x) Section 10.4(d) and (y) the Board Disposition of Directors all or substantially all of the Borrower); and provided further that assets of the Borrower may not be merged and its Subsidiaries, taken as a whole, to any Person other than the Borrower or consolidated with or into any SubsidiaryGuarantor), an Investment permitted pursuant to Section 10.5 (other than Section 10.5(l)), and any Restricted Payments permitted pursuant to Section 10.6 (other than Section 10.6(f)).
Appears in 1 contract
Samples: Superpriority Secured Debtor in Possession Credit Agreement (Avaya Holdings Corp.)
Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or convey, sell, lease, assign, transfer or otherwise Dispose dispose of, all or substantially all of its property, business or assets, except:
(a) any Subsidiary of the Borrower may be merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any one or more wholly owned Subsidiaries of the Borrower (provided that the wholly owned Subsidiary or Subsidiaries shall be the continuing or surviving corporation);
(b) any Subsidiary of the Borrower that is inactive or no longer needed in the Borrower’s consolidated group structure may be liquidated, dissolved, or otherwise eliminated under applicable law, so long as any remaining significant assets of such Subsidiary are transferred to the Borrower or to another of Borrower’s wholly owned Subsidiaries (as a liquidation distribution or otherwise);
(c) the Borrower or any wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other wholly owned Subsidiary, and, so long as no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof, the Borrower or any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any non-wholly owned Subsidiary of the Borrower for fair market value;
(d) any non-wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any wholly owned Subsidiary of the Borrower for fair market value or may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other non-wholly owned Subsidiary of the Borrower; and
(ed) the Borrower or any Subsidiary of the Borrower may be merged or consolidated with or into another Person; provided that the Borrower or such Subsidiary shall be the continuing or surviving corporation and no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof (and, in the case of any such transaction involving a Subsidiary, such Subsidiary shall continue to be a Subsidiary or the Borrower shall have received fair market value therefor as determined by the Board of Directors of the Borrower); and provided further that the Borrower may not be merged or consolidated with or into any Subsidiary.
Appears in 1 contract
Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or convey, sell, lease, assign, transfer or otherwise Dispose dispose of, all or substantially all of its property, business or assets, or make any material change in its present method of conducting business, except:
(a) any Subsidiary of the Borrower (other than, except as set forth below, any License Subsidiary or, at any time after any of the conditions set forth in subsection 6.10(f)(i), (ii) or (iii) shall have occurred, any Subsidiary holding the assets and liabilities of any Station) may be merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any one or more wholly owned Subsidiaries Wholly Owned Subsidiary Guarantor (other than, except as set forth below, any License Subsidiary or, at any time after any of the Borrower conditions set forth in subsection 6.10(f)(i), (ii) or (iii) shall have occurred, any Subsidiary holding the assets and liabilities of any Station) (provided that the wholly owned Wholly Owned Subsidiary or Subsidiaries Guarantor shall be the continuing or surviving corporation); provided, however, that (i) a License Subsidiary and any Subsidiary holding the assets and liabilities of any Station may take any actions otherwise prohibited by this clause (a) to the extent such merger or consolidation occurs in contemplation of, and immediately preceding, a sale, transfer or other disposition (including an Asset Swap Transaction) of such License Subsidiary or other Subsidiary and (ii) any Subsidiary may take any actions otherwise prohibited by this clause (a) to the extent necessary to comply with the requirements of subsection 6.10(f) or subsection 6.12;
(b) any Subsidiary of the Borrower that is inactive or no longer needed in the Borrower’s consolidated group structure may be liquidated(other than, dissolvedexcept as set forth below, or otherwise eliminated under applicable lawany License Subsidiary or, so long as at any remaining significant assets of such Subsidiary are transferred to the Borrower or to another of Borrower’s wholly owned Subsidiaries (as a liquidation distribution or otherwise);
(c) the Borrower or time after any wholly owned Subsidiary of the Borrower conditions set forth in subsection 6.10(f)(i), (ii) or (iii) shall have occurred, any Subsidiary holding the assets and liabilities of any Station) may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other wholly owned SubsidiaryWholly Owned Subsidiary Guarantor; provided, andhowever, so long as no Default or Event of Default shall have occurred that (i) a License Subsidiary and be continuing or would occur as a result thereof, the Borrower or any Subsidiary holding the assets and liabilities of any Station may take any actions otherwise prohibited by this clause (b) to the Borrower may sell, leaseextent any sale, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any non-wholly owned Subsidiary of the Borrower for fair market value;
(d) any non-wholly owned Subsidiary of the Borrower may sellother disposition occurs in contemplation of, leaseand immediately preceding, a sale, transfer or other disposition (including an Asset Swap Transaction) of such License Subsidiary or other Subsidiary and (ii) any Subsidiary may take any actions otherwise dispose of any or all of its assets prohibited by this clause (upon voluntary liquidation or otherwiseb) to the Borrower extent necessary to comply with the requirements of subsection 6.10(f) or any wholly owned Subsidiary of the Borrower for fair market value or may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other non-wholly owned Subsidiary of the Borrowersubsection 6.12; and
(ec) the Borrower or any Subsidiary of the Borrower may be merged or consolidated with or into another Person; provided a newly formed limited liability company with no assets or liabilities that the Borrower or such Subsidiary shall be the continuing or surviving corporation and no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof (and, in the case of any such transaction involving a Subsidiary, such Subsidiary shall continue to be is a Subsidiary or of Holdings solely for the Borrower purposes of realizing certain tax benefits so long as Holdings shall have received fair market value therefor take such actions as determined by the Board of Directors would be required under subsection 6.10(c) if such limited liability company were a Subsidiary of the Borrower); and provided further that the Borrower may not be merged or consolidated with or into any Subsidiary.
Appears in 1 contract
Limitation on Fundamental Changes. (a) Enter into any merger, transaction of merger or consolidation or amalgamation, 53 58 or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or convey, sell, lease, assign, transfer or otherwise Dispose of, all or substantially all of its property, business or assets, except:
(a) except that any Subsidiary of the Borrower may be merged or consolidated (i) with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporationPerson) or (ii) with or into any one or more wholly owned Wholly Owned Subsidiaries (including any entity that, after giving effect to such merger or consolidation, is a Wholly Owned Subsidiary) other than a Wholly Owned Subsidiary domiciled outside the United States of the Borrower America (provided that the wholly owned Wholly Owned Subsidiary or Subsidiaries shall be the continuing or surviving corporation);; or
(b) convey, sell, lease, transfer or otherwise dispose of any assets in a transaction or series of related transactions, except that:
(i) any Subsidiary of the Borrower that is inactive or no longer needed in the Borrower’s consolidated group structure may be liquidated, dissolved, or otherwise eliminated under applicable law, so long as any remaining significant assets of such Subsidiary are transferred to the Borrower or to another of Borrower’s wholly owned Subsidiaries (as a liquidation distribution or otherwise);
(c) the Borrower or any wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any a Wholly Owned Subsidiary (other wholly owned Subsidiary, and, so long as no Default or Event than a Wholly Owned Subsidiary domiciled outside the United States of Default shall have occurred and be continuing or would occur as a result thereof, America);
(ii) the Borrower or any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all inventory in the ordinary course of its assets (upon voluntary liquidation or otherwise) to any non-wholly owned Subsidiary of the Borrower for fair market valuebusiness;
(diii) any non-wholly owned Subsidiary of the Borrower or any Subsidiary may sell, lease, transfer or otherwise dispose of any or all Cash Equivalents in exchange for a comparable amount of its assets (upon voluntary liquidation or otherwise) to the Borrower or any wholly owned Subsidiary of the Borrower for fair market value or may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other non-wholly owned Subsidiary of the Borrowercash and/or Cash Equivalents; and
(eiv) the Borrower or any Subsidiary may sell or otherwise dispose of obsolete or worn out property in the ordinary course of business having an aggregate value not to exceed $5,000,000 for all such transactions. Notwithstanding the foregoing, the Borrower may be merged or consolidated with or into another Person; provided that transfer assets to Subsidiary Guarantors and may transfer the Borrower or such Subsidiary shall be the continuing or surviving corporation and no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof (and, in the case of any such transaction involving a Subsidiary, such Subsidiary shall continue Service Provider Agreements to be a Subsidiary or the Borrower shall have received fair market value therefor as determined by the Board of Directors of the Borrower); and provided further that the Borrower may not be merged or consolidated with or into any SubsidiaryForeign Subsidiaries.
Appears in 1 contract
Samples: Revolving Credit Agreement (Globalstar Telecommunications LTD)
Limitation on Fundamental Changes. (i) Enter into any merger, transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or convey, sell, lease, assign, transfer or otherwise Dispose of, all or substantially all of its property, business or assets, except:
(a) except that any Subsidiary of the Borrower may be merged or consolidated (i) with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporationPerson) or (ii) with or into any one or more wholly owned Wholly Owned Subsidiaries of the Borrower (including any entity that, after giving effect to such merger or consolidation, is a Wholly Owned Subsidiary) (provided that the wholly owned if any Subsidiary which is a party to any such merger or Subsidiaries shall be consolidation is a Subsidiary Guarantor, then the continuing or surviving corporationcorporation must be a Subsidiary Guarantor);; or
(bii) convey, sell, lease, transfer or otherwise dispose of any assets in a transaction or series of related transactions, except that:
(A) any Subsidiary of the Borrower that is inactive or no longer needed in the Borrower’s consolidated group structure may be liquidated, dissolved, or otherwise eliminated under applicable law, so long as any remaining significant assets of such Subsidiary are transferred to the Borrower or to another of Borrower’s wholly owned Subsidiaries (as a liquidation distribution or otherwise);
(c) the Borrower or any wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other wholly owned Subsidiary, and, so long as no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof, the Borrower or any Subsidiary of the Guarantor;
(B) Borrower or any Subsidiary may sell, lease, transfer or otherwise dispose of any or all inventory in the ordinary course of its assets (upon voluntary liquidation or otherwise) to any non-wholly owned Subsidiary of the Borrower for fair market valuebusiness;
(dC) Borrower or any non-wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all Cash Equivalents in exchange for a comparable amount of its cash and/or Cash Equivalents;
(D) the sale of assets set forth on SCHEDULE 5.2(d)(ii)(D);
(upon voluntary liquidation or otherwiseE) to the Borrower or any wholly owned Subsidiary of the Borrower for fair market value or may sell, lease, transfer sell or otherwise dispose of any obsolete or worn out property in the ordinary course of business having an aggregate value not to exceed $5,000,000 for all of its assets (upon voluntary liquidation or otherwise) to any other non-wholly owned Subsidiary of the Borrowersuch transactions; and
(eF) the Borrower or any Subsidiary transaction permitted by SUBSECTION 6.7 of the Globalstar Bank Agreement as in effect on the date hereof. Notwithstanding the foregoing, Borrower may be merged or consolidated with or into another Person; provided that the Borrower or such transfer assets to Subsidiary shall be the continuing or surviving corporation Guarantors and no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof (and, in the case of any such transaction involving a Subsidiary, such Subsidiary shall continue to be a Subsidiary or the Borrower shall have received fair market value therefor as determined by the Board of Directors of the Borrower); and provided further that the Borrower may not be merged or consolidated with or into any Subsidiary.may
Appears in 1 contract
Samples: Credit Agreement (Globalstar Lp)
Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or convey, sell, lease, assign, transfer or otherwise Dispose of, dispose of all or substantially all of its property, business or assets, or make any material change in the method in which the Borrower and its Subsidiaries taken as a whole presently conduct their business (but giving effect to the Transaction, whether or not the same shall presently have been consummated), except:
(a) any Subsidiary of the Borrower may be merged or consolidated with or into into, or be liquidated into, the Borrower or any Subsidiary of the Borrower in which at least 95% of the economic and voting interests are held directly or indirectly by the Borrower (provided that that, in the case of a merger or consolidation involving the Borrower, the Borrower shall be the continuing surviving corporation and after giving effect to any of such transactions, no Default or surviving corporation) or with or into any one or more wholly owned Subsidiaries Event of the Borrower (provided that the wholly owned Subsidiary or Subsidiaries Default shall be the continuing or surviving corporationexist);
(b) any Subsidiary of the Borrower that is inactive or no longer needed in the Borrower’s consolidated group structure may be liquidated, dissolved, or otherwise eliminated under applicable law, so long as any remaining significant assets of such Subsidiary are transferred to the Borrower or to another of Borrower’s wholly owned Subsidiaries (as a liquidation distribution or otherwise);
(c) the Borrower or any wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its property, business or assets (upon voluntary liquidation or otherwise) to the Borrower or any other wholly owned Subsidiary, and, so long as no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof, the Borrower or any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any non-wholly owned Subsidiary in which at least 95% of the Borrower for fair market valueeconomic and voting interests are held directly or indirectly by the Borrower;
(c) the transactions contemplated by the Aircraft Contribution Agreement and Section 6.08(b) of the Partnership Interest Transfer Agreement;
(d) any non-wholly owned Subsidiary of the Borrower may sell, lease, transfer merger or otherwise dispose consolidation of any Person with or all of its assets (upon voluntary liquidation or otherwise) to into the Borrower or any wholly owned Subsidiary of the Borrower for fair market value or may sell, lease, transfer or otherwise dispose of any or all of its Subsidiaries in connection with any investment in, or purchase or acquisition of, Capital Stock, assets (upon voluntary liquidation or otherwise) to any other non-wholly owned Subsidiary property of the Borroweranother Person which is otherwise not prohibited by this Agreement; and
(e) the Borrower any merger or consolidation of any Subsidiary of the Borrower may be merged or consolidated with or into another Person; provided that the Borrower or such Subsidiary shall be the continuing or surviving corporation and no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof (and, in the case of any such transaction involving a Subsidiary, such Subsidiary shall continue to be a Subsidiary or the Borrower shall have received fair market value therefor as determined by the Board of Directors of the Borrower); and provided further that the Borrower may not be merged or consolidated with or into any SubsidiaryPerson in connection with (i) any sale of property or assets, or (ii) any investment in, or purchase or acquisition of, Capital Stock, assets or property of such other Person which upon the consummation of such merger or consolidation becomes a Subsidiary of the Borrower, in each case which is otherwise not prohibited by this Agreement; provided that none of the foregoing exceptions described in clauses (a) through (e) shall be applicable to Garden Programming prior to and so long as the Garden Programming Loan Agreement is in effect.
Appears in 1 contract
Samples: Credit Agreement (CSC Parent Corp)
Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), consummate a Division as the Dividing Person, or convey, sell, lease, assign, transfer or otherwise Dispose dispose of, all or substantially all of its property, business or assets, except:
(a) any Subsidiary of the Borrower may be merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any one or more wholly owned Subsidiaries of the Borrower (provided that the wholly owned Subsidiary or Subsidiaries shall be the continuing or surviving corporation);
(b) any Subsidiary of the Borrower that is inactive or no longer needed in the Borrower’s consolidated group structure may be liquidated, dissolved, or otherwise eliminated under applicable law, so long as any remaining significant assets of such Subsidiary are transferred to the Borrower or to another of Borrower’s wholly owned Subsidiaries (as a liquidation distribution or otherwise);
(c) the Borrower or any wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other wholly owned Subsidiary, and, so long as no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof, the Borrower or any Subsidiary of the Borrower may 45 40 sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any non-wholly owned Subsidiary of the Borrower for fair market value;
(dc) any non-wholly owned Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any wholly owned Subsidiary of the Borrower for fair market value or may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any other non-wholly owned Subsidiary of the Borrower; and
(ed) the Borrower or any Subsidiary of the Borrower may be merged or consolidated with or into another Person; provided that the Borrower or such Subsidiary shall be the continuing or surviving corporation and no Default or Event of Default shall have occurred and be continuing or would occur as a result thereof (and, in the case of any such transaction involving a Subsidiary, Subsidiary such Subsidiary shall continue to be a Subsidiary or the Borrower shall have received fair market value therefor as determined by the Board of Directors of the Borrower); and provided further that the Borrower may not be merged or consolidated with or into any Subsidiary.
Appears in 1 contract
