Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that: (a) any Subsidiary of the Borrower may be merged or consolidated with (or liquidated or dissolved into) or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any Wholly Owned Subsidiary Guarantor (provided that (i) the Wholly Owned Subsidiary Guarantor shall be the continuing or surviving corporation or (ii) simultaneously with such transaction, the continuing or surviving corporation shall become a Wholly Owned Subsidiary Guarantor and the Borrower shall comply with Section 6.9 in connection therewith); (b) any Subsidiary of the Borrower may Dispose of any or all of its assets (upon voluntary liquidation, dissolution or otherwise) to the Borrower or any Subsidiary Guarantor; and (c) the Borrower and any Subsidiary of the Borrower may Dispose of any or all of its assets pursuant to Section 7.5(e) or (f).
Appears in 5 contracts
Samples: Amendment and Restatement Agreement (Chatham Lodging Trust), Credit Agreement (Chatham Lodging Trust), Credit Agreement (Chatham Lodging Trust)
Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that:
(a) any Subsidiary of the Borrower may be merged or consolidated with (or liquidated or dissolved into) or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any Wholly Owned Subsidiary Guarantor (provided that (i) the Wholly Owned Subsidiary Guarantor shall be the continuing or surviving corporation or (ii) simultaneously with such transaction, the continuing or surviving corporation shall become a Wholly Owned Subsidiary Guarantor and the Borrower shall comply with Section 6.9 6.10 in connection therewith);
(b) any Subsidiary of the Borrower may Dispose of any or all of its assets (upon voluntary liquidation, dissolution liquidation or otherwise) to the Borrower or any Subsidiary Guarantor; and;
(c) acquisitions permitted under Section 7.8(h) may be consummated;
(d) any Excluded Subsidiary of the Borrower and may be merged or consolidated with or into, or be liquidated into, another Excluded Subsidiary of the Borrower;
(e) any Excluded Subsidiary of the Borrower may Dispose of any or all of its assets pursuant (upon voluntary liquidation or otherwise) to Section 7.5(e) or any other Excluded Subsidiary; and
(f)) Dispositions permitted by Section 7.5 may be consummated.
Appears in 3 contracts
Samples: Credit Agreement (UCI Holdco, Inc.), Credit Agreement (UCI Holdco, Inc.), Credit Agreement (Chefford Master Manufacturing Co 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), or Dispose of all or substantially all of its Property or business, except that:
(a) any Restricted Subsidiary of the Borrower may be merged or consolidated with (or liquidated or dissolved into) or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any Wholly Owned Subsidiary Guarantor (provided that (i) the Wholly Owned Subsidiary Guarantor shall be the continuing or surviving corporation or (ii) simultaneously with such transaction, the continuing or surviving corporation shall become a Wholly Owned Subsidiary Guarantor and the Borrower shall comply with Section Sections 6.9 and 6.10 in connection therewith);; and
(b) any Subsidiary of the Borrower may Dispose of any or all of its assets (upon voluntary liquidation, dissolution liquidation or otherwise) to the Borrower or any Subsidiary Guarantor; and
(c) the Borrower and any other Subsidiary of the Borrower Borrower, provided that no Restricted Subsidiary may Dispose of any or all of its assets pursuant which constitute Collateral to Section 7.5(e) or (f)any Unrestricted Subsidiary.
Appears in 2 contracts
Samples: Credit Agreement (Extendicare Health Services Inc), Credit Agreement (Extendicare Health Services 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), or Dispose of of, all or substantially all of its Property or business, except thator make any material change in its present method of conducting business, except:
(a) any Subsidiary of the Borrower may be merged or consolidated with (or liquidated or dissolved into) or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any Wholly Owned Subsidiary Guarantor (provided that (i) the Wholly Owned Subsidiary Guarantor shall be the continuing or surviving corporation or (ii) simultaneously with such transaction, the continuing or surviving corporation shall become a Wholly Owned Subsidiary Guarantor and the Borrower shall comply with Section 6.9 in connection therewithcorporation);
(b) any Subsidiary of the Borrower may Dispose of any or all of its assets (upon voluntary liquidation, dissolution liquidation or otherwise) to the Borrower or any Wholly Owned Subsidiary Guarantor; and
(c) the Borrower Tender Offer, Tender Offer Purchase, and any Subsidiary of the Borrower Merger may Dispose of any or be consummated so long as concurrently with the Merger all of its assets pursuant to Section 7.5(e) or (f)amounts outstanding hereunder and under the Loan Documents shall be repaid in full.
Appears in 2 contracts
Samples: Credit Agreement (Imperial Holly Corp), Credit Agreement (Imperial Holly 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), or Dispose of all or substantially all of its Property or business, except that:
(a) any Subsidiary of the Borrower Borrowers (other than a Joint Venture) may be merged or consolidated with (or liquidated or dissolved into) or into the a Borrower (provided that the a Borrower shall be the continuing or surviving corporation) or with or into any Wholly Owned Subsidiary Guarantor (provided that (i) the Wholly Owned Subsidiary Guarantor shall be the continuing or surviving corporation or (ii) simultaneously with such transaction, the continuing or surviving corporation shall become a Wholly Owned Subsidiary Guarantor and the relevant Borrower shall comply with Section 6.9 6.10 in connection therewith);; and
(b) any Subsidiary of the Borrower Borrowers may Dispose of any or all of its assets (upon voluntary liquidation, dissolution liquidation or otherwise) to the a Borrower or any Subsidiary Guarantor; and
(c) the Borrower and any Subsidiary of the Borrower may Dispose of any or all of its assets pursuant to Section 7.5(e) or (f).
Appears in 2 contracts
Samples: Credit Agreement (Delek US Holdings, Inc.), Credit Agreement (Delek US 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), or Dispose of all or substantially all of its Property or business, except that:
(a) any Subsidiary of the Borrower Borrowers may be merged or consolidated with (or liquidated or dissolved into) or into the a Borrower (provided that the a Borrower shall be the continuing or surviving corporation) or with or into any Wholly Owned Subsidiary Guarantor (provided that (i) the Wholly Owned Subsidiary Guarantor shall be the continuing or surviving corporation or (ii) simultaneously with such transaction, the continuing or surviving corporation shall become a Wholly Owned Subsidiary Guarantor and the relevant Borrower shall comply with Section 6.9 6.10 in connection therewith);
(b) any Subsidiary of the Borrower Borrowers may Dispose of any or all of its assets (upon voluntary liquidation, dissolution liquidation or otherwise) to the a Borrower or any Subsidiary Guarantor; and
(c) MAPCO Family may merge with and into MAPCO Express, provided that, MAPCO Express shall be the Borrower and any Subsidiary of the Borrower may Dispose of any continuing or all of its assets pursuant to Section 7.5(e) or (f)surviving corporation.
Appears in 2 contracts
Samples: Credit Agreement (Delek US Holdings, Inc.), Credit Agreement (Delek US 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), or Dispose of all or substantially all of its Property or business, except that:
(a) any Subsidiary of the Borrower may be merged or consolidated with (or liquidated or dissolved into) or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any Wholly Owned Subsidiary Guarantor (provided that (i) the Wholly Owned Subsidiary Guarantor shall be the continuing or surviving corporation or (ii) simultaneously with such transaction, the continuing or surviving corporation shall become a Wholly Owned Subsidiary Guarantor and the Borrower shall comply with Section 6.9 7.10 in connection therewith);
(b) any Subsidiary of the Borrower may Dispose of any or all of its assets (upon voluntary liquidation, dissolution liquidation or otherwise) to the Borrower or any Subsidiary Guarantor; and
(c) the Borrower dissolution of Acquiport/Amsdell V, LLC and any Subsidiary of the Borrower may Dispose of any or all of its assets pursuant to Acquiport/Amsdell VII, LLC in accordance with Section 7.5(e) or (f)7.13.
Appears in 1 contract
Samples: Credit Agreement (U-Store-It Trust)
Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that:
(a) any Any Subsidiary of the Borrower Borrowers may be merged or consolidated with (or liquidated or dissolved into) or into the a Borrower (provided that the a Borrower shall be the continuing or surviving corporation) or with or into any Wholly Owned Subsidiary Guarantor (provided that (i) the Wholly Owned Subsidiary Guarantor shall be the continuing or surviving corporation or (ii) simultaneously with such transaction, the continuing or surviving corporation shall become a Wholly Owned Subsidiary Guarantor and the relevant Borrower shall comply with Section 6.9 6.10 in connection therewith);; and
(b) any Any Subsidiary of the Borrower Borrowers may Dispose of any or all of its assets (upon voluntary liquidation, dissolution liquidation or otherwise) to the a Borrower or any Subsidiary Guarantor; and
(c) the Borrower and any Subsidiary of the Borrower may Dispose of any or all of its assets pursuant to Section 7.5(e) or (f).
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), or Dispose of all or substantially all of its Property or business or suspend or go out of a substantial portion of its business, except that:
(a) any Subsidiary of the Borrower may be merged or consolidated with (or liquidated or dissolved into) or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any Wholly Owned Subsidiary Guarantor (provided that (i) the Wholly Owned Subsidiary Guarantor shall be the continuing or surviving corporation or (ii) simultaneously with such transaction, the continuing or surviving corporation shall become a Wholly Owned Subsidiary Guarantor and the Borrower shall comply with Section 6.9 5.9 in connection therewith);; and
(b) any Subsidiary of the Borrower may Dispose of any or all of its assets (upon voluntary liquidation, dissolution liquidation or otherwise) to the Borrower or any Subsidiary Guarantor; and
(c) the Borrower and any Subsidiary of the Borrower may Dispose of any or all of its assets pursuant to Section 7.5(e) or (f).
Appears in 1 contract
Samples: Credit Agreement (NGA Holdco, LLC)
Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that:
(a) any Subsidiary of the Borrower may be merged or consolidated with (or liquidated or dissolved into) or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any Wholly Owned Subsidiary Guarantor (provided that (i) the Wholly Owned Subsidiary Guarantor shall be the continuing or surviving corporation or (ii) simultaneously with such transaction, the continuing or surviving corporation shall become a Wholly Owned Subsidiary Guarantor and the Borrower shall comply with Section 6.9 6.10 in connection therewith);
(b) any Subsidiary of the Borrower may Dispose of any or all of its assets (upon voluntary liquidation, dissolution liquidation or otherwise) to the Borrower or any Subsidiary Guarantor; and;
(c) the Borrower and any Subsidiary of the Borrower may Dispose of any or all of its assets pursuant to Merger; and
(d) Dispositions permitted by Section 7.5(e) or (f)7.5.
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), or Dispose of all or substantially all of its Property or business, except that:
(a) any Subsidiary of the Borrower may be merged or consolidated with (or liquidated or dissolved into) or into the Borrower (provided that the Borrower shall be the continuing or -------- surviving corporation) or with or into any Wholly Owned Subsidiary Guarantor (provided -------- that (i) the Wholly Owned Subsidiary Guarantor shall be the continuing or surviving corporation or (ii) simultaneously with such transaction, the continuing or surviving corporation shall become a Wholly Owned Subsidiary Guarantor and the Borrower shall comply with Section 6.9 6.10 in connection therewith);, and any Foreign Subsidiary may be merged or consolidated into any other Foreign Subsidiary; and
(b) any Subsidiary of the Borrower may Dispose of any or all of its assets (upon voluntary liquidation, dissolution liquidation or otherwise) to the Borrower or any Subsidiary GuarantorGuarantor and any Foreign Subsidiary may be liquidated; and
(c) the Borrower and any Subsidiary of the Borrower may Dispose of any or all of its assets pursuant to Dispositions permitted under Section 7.5(e) or (f)7.5.
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), or Dispose of of, all or substantially all of its Property or business, except thator make any material change in its present method of conducting business, except:
(a) any Subsidiary of the Borrower Details may be merged or consolidated with (or liquidated or dissolved into) or into the Borrower Details (provided that the Borrower Details shall be the continuing or surviving -------- corporation) or with or into any Wholly Owned Subsidiary Guarantor (provided that (i) the Wholly Owned Subsidiary Guarantor shall be the -------- continuing or surviving corporation or (ii) simultaneously with such transaction, the continuing or surviving corporation shall become a Wholly Owned Subsidiary Guarantor and the Borrower shall comply with Section 6.9 in connection therewithcorporation);
(b) Details or any Subsidiary of the Borrower its Subsidiaries may Dispose of any or all of its assets (upon voluntary liquidation, dissolution liquidation or otherwise) to the Borrower Details or any Wholly Owned Subsidiary Guarantor; and
(c) the Borrower and any Subsidiary of the Borrower Person may Dispose of be merged or consolidated with or into Details or any or all of its assets Subsidiaries pursuant to Section 7.5(ean investment permitted subsection 7.8(i) or (fj) (provided that Details or the applicable Subsidiary shall be -------- the continuing or surviving corporation).
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), or Dispose of all or substantially all of its Property or business, except that:
: (a) any Subsidiary of the Borrower may be merged or consolidated with (or liquidated or dissolved into) or into the Borrower (provided that that, the Borrower shall be the continuing or surviving corporation) or with or into any Wholly Owned Subsidiary Guarantor (provided that that, (i) the Wholly Owned Subsidiary Guarantor shall be the continuing or surviving corporation or (ii) simultaneously with such transaction, the continuing or surviving corporation shall become a Wholly Owned Subsidiary Guarantor and the Borrower shall comply with Section 6.9 in connection therewith);
; (b) any Subsidiary of the Borrower may Dispose of any or all of its assets (upon voluntary liquidation, dissolution or otherwise) to the Borrower or any Subsidiary Guarantor; and
(c) the Borrower and any Subsidiary of the Borrower may Dispose of any or all of its assets pursuant to Section 7.5(e) or (f).
Appears in 1 contract
Samples: Amended and Restated Credit Agreement (Chatham Lodging Trust)
Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that:
(a) any Non-Insurance Subsidiary of the Borrower may be merged or consolidated with (or liquidated or dissolved into) or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any Wholly Owned Subsidiary Guarantor (provided that (i) the Wholly Owned Subsidiary Guarantor shall be the continuing or surviving corporation or (ii) simultaneously with such transaction, the continuing or surviving corporation shall become a Wholly Owned Subsidiary Guarantor and the Borrower shall comply with Section 6.9 5.10 in connection therewith);
(b) any Non-Insurance Subsidiary of the Borrower may Dispose of any or all of its assets (upon voluntary liquidation, dissolution liquidation or otherwise) to the Borrower or any Subsidiary Guarantor; and
(c) the Borrower any Insurance Subsidiary may be merged or consolidated with or into, and any Subsidiary of the Borrower may Dispose of any or all of its assets pursuant (upon voluntary liquidation or otherwise) to Section 7.5(e) or (f)any other Insurance Subsidiary.
Appears in 1 contract
Samples: Credit Agreement (Infinity Property & Casualty 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), or Dispose of all or substantially all of its Property or business, except that:
(a) any Solvent Subsidiary of the Borrower Parent (other than the Borrower) may be merged merged, amalgamated or consolidated with (or liquidated or dissolved into) or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any Wholly Owned Subsidiary Guarantor (provided that (i) the Wholly Owned Subsidiary such Guarantor shall be the continuing or surviving corporation or (ii) simultaneously with such transaction, the continuing or surviving corporation shall become a Wholly Owned Subsidiary Guarantor and the Borrower shall comply with Section 6.9 6.10 in connection therewith);
(b) any Subsidiary that is not a Guarantor may be merged or consolidated with or into any other Subsidiary that is not a Guarantor;
(c) any Subsidiary of the Borrower Parent may Dispose of any or all of its assets (upon voluntary liquidation, dissolution liquidation or otherwise) to the Borrower or any Subsidiary Guarantor; and
(cd) any Investment expressly permitted by Section 7.8 may be structured as a merger, consolidation or amalgamation to the Borrower and any Subsidiary extent that such structuring would not otherwise violate the terms of the Borrower may Dispose of any or all of its assets pursuant to Section 7.5(e) or (f)this Agreement.
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), or Dispose of all or substantially all of its Property or business, except that:
(a) any Solvent Subsidiary of the Borrower may be merged or consolidated with (or liquidated or dissolved into) or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any Wholly Owned Subsidiary Guarantor (provided that (i) the Wholly Owned Subsidiary such Guarantor shall be the continuing or surviving corporation or (ii) simultaneously with such transaction, the continuing or surviving corporation shall become a Wholly Owned Subsidiary Guarantor and the Borrower shall comply with Section 6.9 6.10 in connection therewith);
(b) any Subsidiary of the Borrower may Dispose of any or all of its assets (upon voluntary liquidation, dissolution liquidation or otherwise) to the Borrower or any Subsidiary Guarantor; andGuarantor or, if it is a Foreign Subsidiary, to its equity owners generally;
(c) the Borrower and any Immaterial Subsidiary of the Borrower (i) may be merged on consolidated with or into any other Immaterial Subsidiary of the Borrower and (ii) may Dispose of any or all of its assets pursuant (upon voluntary liquidation or otherwise) pro rata to Section 7.5(eits equity holders; and
(d) any Foreign Subsidiary of the Borrower (i) may be merged on consolidated with or into any other Foreign Subsidiary of the Borrower and (f)ii) may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) pro rata to its equity holders.
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), or Dispose of all or substantially all of its Property or business, except that:
(a) any Subsidiary of the Borrower may be merged or consolidated with (or liquidated or dissolved into) or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any Wholly Owned Subsidiary Guarantor (provided that (i) the Wholly Owned Subsidiary Guarantor shall be the continuing or surviving corporation or (ii) simultaneously with such transaction, the continuing or surviving corporation shall become a Wholly Owned Subsidiary Guarantor and the Borrower shall comply with Section 6.9 6.10 in connection therewith);
(b) any Subsidiary of the Borrower may Dispose of any or all of its assets (upon voluntary liquidation, dissolution liquidation or otherwise) to the Borrower or any Wholly Owned Subsidiary Guarantor; and
(c) the Borrower and any Subsidiary of the Borrower Investment expressly permitted by Section 7.8 may Dispose of any be structured as a merger, consolidation or all of its assets pursuant to Section 7.5(e) or (f)amalgamation.
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), or Dispose of all or substantially all of its Property or businessbusiness (other than to the extent necessary to effectuate a Disposition of any Borrower Group Member (other than the Borrower), except thator its Property, expressly permitted by Section 6.5(f) or any Investment expressly permitted by Section 6.7), except:
(a) any Subsidiary of the Borrower Restricted Group Affiliated Member may be merged or consolidated with (or liquidated or dissolved into) or into the Borrower (provided that the Borrower shall be -------- the continuing or surviving corporationentity) or with or into any Wholly Owned Restricted Group Subsidiary Guarantor (provided that (i) the Wholly Owned Restricted -------- Group Subsidiary Guarantor shall be the continuing or surviving corporation or (ii) simultaneously with such transaction, the continuing or surviving corporation shall become a Wholly Owned Subsidiary Guarantor and the Borrower shall comply with Section 6.9 in connection therewithentity);
(b) any Subsidiary of the Borrower Restricted Group Affiliated Member may Dispose of any or all of its assets (upon voluntary liquidation, dissolution liquidation or otherwise) to the Borrower or any Subsidiary GuarantorWholly Owned Restricted Group Subsidiary; and
(c) any Restricted Group Affiliated Member may Dispose of all or any part of the Borrower and business or Property of any Specified Division to any Wholly Owned Subsidiary of the Borrower may Dispose of any or all of its assets pursuant to Section 7.5(e) or (f)Borrower.
Appears in 1 contract
Samples: Credit Agreement (FLN Finance 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), or Dispose of all or substantially all of its Property or business, except that:
(a) any Subsidiary of the Borrower Person (including, without limitation, any Subsidiary) may be merged or consolidated (i) with (or liquidated or dissolved into) or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation), (ii) or with or into any Wholly Owned Subsidiary Guarantor (provided that (ix) the Wholly Owned Subsidiary Guarantor shall be the continuing or surviving corporation or (iiy) simultaneously with such transaction, the continuing or surviving corporation shall become a Wholly Owned Subsidiary Guarantor and the Borrower shall comply with Section 6.9 6.11 in connection therewith) or (iii) with or into any Subsidiary of the Borrower (other than a Subsidiary Guarantor) (provided that such Subsidiary shall be the continuing or surviving corporation);; and
(b) any Subsidiary of the Borrower may Dispose of any or all of its assets (upon voluntary liquidation, dissolution liquidation or otherwise) to the Borrower or any Subsidiary Guarantor; and
(c) the Borrower and any Subsidiary of the Borrower may Dispose of any or all of its assets pursuant to Section 7.5(e) or (f).
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), or Dispose of of, all or substantially all of its Property or business, except thator make any material change in its present method of conducting business, except:
(a) any Subsidiary of the Borrower may be merged or consolidated with (or liquidated or dissolved into) or into the Borrower (provided that the Borrower shall be the continuing or -------- surviving corporation) or with or into any Wholly Owned Subsidiary Guarantor (provided that (i) the Wholly Owned Subsidiary Guarantor shall be the -------- continuing or surviving corporation or (ii) simultaneously with such transaction, the continuing or surviving corporation shall become a Wholly Owned Subsidiary Guarantor and the Borrower shall comply with Section 6.9 in connection therewithcorporation);
(b) any Subsidiary of the Borrower or any of its Subsidiaries may Dispose of any or all of its assets (upon voluntary liquidation, dissolution liquidation or otherwise) to the Borrower or any Wholly Owned Subsidiary Guarantor; and
(c) any Person may be merged or consolidated with or into the Borrower and or any Subsidiary of the Borrower may Dispose of any or all of its assets Subsidiaries pursuant to Section 7.5(ean investment permitted subsection 7.8(i) or (fj) (provided that the Borrower or the applicable -------- Subsidiary shall be the continuing or surviving corporation).
Appears in 1 contract
Samples: Credit Agreement (Details 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), or Dispose of all or substantially all of its Property or business, except that:
(a) any Subsidiary of the Borrower may be merged or consolidated with (or liquidated or dissolved into) or into the Borrower (provided that the Borrower shall be the continuing or surviving corporationentity and the Borrower shall comply with Section 6.13 in connection therewith) or with or into any Wholly Owned Subsidiary Guarantor (provided that (i) the Wholly Owned Subsidiary Guarantor shall be the continuing or surviving corporation entity or (ii) simultaneously with such transaction, the continuing or surviving corporation shall become a Wholly Owned Subsidiary Guarantor and the Borrower shall comply with Section 6.9 6.10 and Section 6.13 in connection therewith);
(b) any Subsidiary of the Borrower may Dispose of any or all of its assets (upon voluntary liquidation, dissolution liquidation or otherwise) to the Borrower or any Restricted Subsidiary;
(c) a conversion of any Restricted Subsidiary Guarantorto another form of organization when no Default or Event of Default exists or would result therefrom; provided that the Borrower and such Restricted Subsidiary execute any documents reasonably requested by the Administrative Agent; and
(cd) any liquidation or dissolution of any Restricted Subsidiary into the Borrower and any Subsidiary of the Borrower may Dispose of any or all of its assets pursuant to Section 7.5(e) or (f)another Restricted Subsidiary.
Appears in 1 contract