Common use of Limitation on Mergers, Issuances of Securities Clause in Contracts

Limitation on Mergers, Issuances of Securities. Except as expressly provided in this section, no Restricted Person will (a) enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), (b) acquire any business or property from, or capital stock of, or be a party to any acquisition of, any Person except for purchases of inventory and other property to be sold or used in the ordinary course of business and Investments permitted under Section 7.5 hereof or (c) sell, transfer, lease, exchange, alienate or otherwise dispose of, in one transaction or a series of transactions, any part of its business or property, whether now owned or hereafter acquired, except for sales or transfers not prohibited by under Section 7.4 hereof. Any Subsidiary of Borrower may, however, be merged into or consolidated with (i) another Subsidiary of Borrower, so long as a Guarantor is the surviving business entity, or (ii) Borrower, so long as Borrower is the surviving business entity. Borrower will not issue any securities other than shares of its common or preferred stock and any options or warrants giving the holders thereof only the right to acquire such shares. No Subsidiary of Borrower will issue any additional shares of its capital stock or other securities or any options, warrants or other rights to acquire such additional shares or other securities except to Borrower or to wholly-owned Subsidiary of Borrower. No Subsidiary of Borrower which is a partnership will allow any diminution of Borrower's interest (direct or indirect) therein.

Limitation on Mergers, Issuances of Securities. Except as expressly provided in this section, no Restricted Person will (a) enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or acquire all or a substantial portion of the business, assets or operations of a Person (bwhether in a single transaction or a series of related transactions) acquire any business or property fromof, or capital stock of, or be a party to any acquisition of, any Person Person, except for purchases of inventory (i) Permitted Investments and other property to be sold or used in the ordinary course of business and Investments permitted under Section 7.5 hereof (ii) Permitted Acquisitions; or (cb) sell, transfer, lease, exchange, alienate or otherwise dispose of, in one transaction or a series of transactions, any part of its business or property, whether now owned or hereafter acquired, except for sales or transfers not prohibited by under Section 7.4 7.5 hereof. Any Person, other than Borrower, that is a Subsidiary of Borrower a Restricted Person may, however, be merged into or consolidated with (i) another Subsidiary of Borrowersuch Restricted Person, so long as a Guarantor Restricted Person is the surviving business entity, or (ii) Borrowersuch Restricted Person, so long as Borrower such Restricted Person is the surviving business entity. Borrower will not issue any securities other than shares of its common or preferred stock (i) limited partnership interests and any options or warrants giving the holders thereof only the right to acquire such sharesinterests, (ii) general partnership interests issued to LA GP and (iii) debt securities permitted by Section 7.1. No Subsidiary of Borrower will issue any additional shares of its capital stock or other securities or any options, warrants or other rights to acquire such additional shares or other securities except a direct Subsidiary of a Restricted Person may issue additional shares or other securities to such Restricted Person or to Borrower or to wholly-owned so long as such Subsidiary is a Wholly Owned Subsidiary of BorrowerBorrower after giving effect thereto. No Subsidiary of Borrower which is a partnership will allow any diminution of Borrower's interest (direct or indirect) therein.

Limitation on Mergers, Issuances of Securities. Except as expressly provided in this sectionsection or otherwise disclosed on the Disclosure Schedule, no Restricted Person will (a) enter into any transaction of merger or consolidation or amalgamation, or 57 liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), (b) acquire any business or property from, or capital stock of, or be a party to any acquisition of, any Person except for purchases of inventory and other property to be sold or used in the ordinary course of business and Investments permitted under Section 7.5 7.7 hereof or (c) sell, transfer, lease, exchange, alienate or otherwise dispose of, in one transaction or a series of transactions, any part of its business or property, whether now owned or hereafter acquired, except for sales or transfers not prohibited by under Section 7.4 7.5 hereof. Any Person, other than Borrower, that is a Subsidiary of Borrower a Restricted Person may, however, be merged into or consolidated with (i) another Subsidiary of Borrowersuch Restricted Person, so long as a Guarantor is the surviving business entity, or (ii) Borrowersuch Restricted Person, so long as Borrower such Restricted Person is the surviving business entity. Borrower Plains MLP will not issue any securities other than shares of its common or preferred stock (i) limited partnership units and any options or warrants giving the holders thereof only the right to acquire such sharesunits and (ii) general or subordinate partnership interests issued to Resources or a wholly owned Subsidiary of Resources. No Subsidiary of Borrower Plains MLP will issue any additional shares of its capital stock or other securities or any options, warrants or other rights to acquire such additional shares or other securities except to Borrower or to wholly-owned a direct Subsidiary of Borrowera Restricted Person may issue additional shares or other securities to such Restricted Person. No Subsidiary of Borrower which is a partnership will allow any diminution of Borrower's interest (direct or indirect) therein.

Limitation on Mergers, Issuances of Securities. Except as expressly provided in this section, no Restricted Person Loan Party will (a) enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), (b) acquire any business or property from, or capital stock of, or be a party to any acquisition of, any Person except for purchases of inventory and other property to be sold or used in the ordinary course of business and Investments permitted under Section 7.5 7.07 hereof or (c) sell, transfer, lease, exchange, alienate or otherwise dispose Dispose of, in one transaction or a series of transactions, any part of its business or property, whether now owned or hereafter acquired, except for sales or transfers not prohibited by under Section 7.4 7.05 hereof. Any Person, other than Borrower, that is a Subsidiary of Borrower a Loan Party may, however, be merged into or consolidated with (i) another Subsidiary of Borrowersuch Loan Party, so long as a Guarantor Loan Party is the surviving business entity, or (ii) Borrowersuch Loan Party, so long as Borrower such Loan Party is the surviving business entity. Borrower Genesis Energy, L.P. will not issue any securities other than shares of its common or preferred stock (i) limited partnership interests and any options or warrants giving the holders thereof only the right to acquire such sharesinterests, and (ii) general partnership interests issued to the General Partner. No Subsidiary of Borrower Genesis Energy, L.P. will issue any additional shares of its capital stock or other securities or any options, warrants or other rights to acquire such additional shares or other securities, except a direct Subsidiary of a Loan Party may issue additional shares or other securities except to Borrower such Loan Party, to Genesis Energy, L.P. or to wholly-owned General Partner so long as (i) such Subsidiary is a Wholly Owned Subsidiary of BorrowerGenesis Energy, L.P. after giving effect thereto, and (ii) such share and securities shall be pledged to the Administrative Agent for the benefit of the Lenders pursuant to Security Documents acceptable to the Administrative Agent. No Subsidiary of Borrower which is a partnership will allow any diminution of Borrower's interest (direct or indirect) therein.

Limitation on Mergers, Issuances of Securities. Except as expressly provided in this section, no Restricted Person will (a) enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), (b) acquire any business or property from, or capital stock of, or be a party to any acquisition of, any Person except for purchases of inventory and other property to be sold or used in the ordinary course of business and Investments permitted under Section 7.5 7.7 hereof or (c) sell, transfer, lease, exchange, alienate or otherwise dispose of, in one transaction or a series of transactions, any part of its business or property, whether now owned or hereafter acquired, except for sales or transfers not prohibited by under Section 7.4 7.5 hereof. Any Person, other than Borrower, that is a Subsidiary of Borrower a Restricted Person may, however, be merged into or consolidated with (i) another Subsidiary of Borrowersuch Restricted Person, so long as a Guarantor Restricted Person is the surviving business entity, or (ii) Borrowersuch Restricted Person, so long as Borrower such Restricted Person is the surviving business entity. Borrower Genesis Energy, L.P. will not issue any securities other than shares of its common or preferred stock (i) limited partnership interests and any options or warrants giving the holders thereof only the right to acquire such sharesinterests, and (ii) general partnership interests issued to the General Partner. No Subsidiary of Borrower Genesis Energy, L.P. will issue any additional shares of its capital stock or other securities or any options, warrants or other rights to acquire such additional shares or other securities except a direct Subsidiary of a Restricted Person may issue additional shares or other securities to Borrower such Restricted Person, to Genesis Energy, L.P. or to wholly-owned General Partner so long as (i) such Subsidiary is a Wholly Owned Subsidiary of BorrowerGenesis Energy, L.P. after giving effect thereto, and (ii) such share and securities shall be pledged to the Administrative Agent for the benefit of the Lenders pursuant to Security Documents acceptable to the Administrative Agent. No Subsidiary of Borrower which is a partnership will allow any diminution of Borrower's interest (direct or indirect) therein.

Limitation on Mergers, Issuances of Securities. Except as expressly provided in this section, no Restricted Person will (a) enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), (b) acquire any business or property from, or capital stock of, or be a party to any acquisition of, any Person except for purchases of inventory and other property to be sold or used in the ordinary course of business and Investments permitted under Section 7.5 7.7 hereof or (c) sell, transfer, lease, exchange, alienate or otherwise dispose of, in one transaction or a series of transactions, any part of its business or property, whether now owned or hereafter acquired, except for sales or transfers not prohibited by under Section 7.4 7.5 hereof. Any Subsidiary of Borrower may, however, be merged into or consolidated with (i) another Subsidiary of Borrower, so long as a Guarantor is the surviving business entity, or (ii) Borrower, so long as Borrower is the surviving business entity. Borrower will not issue any securities other than shares of its common (i) general or preferred stock limited partnership interests and any options or warrants giving the holders thereof only the right to acquire such sharesinterests issued to General Partner or Marketing, respectively, and (ii) debt securities permitted by Section 7.1(f). No Subsidiary of Borrower will issue any additional shares of its capital stock or other securities or any options, warrants or other rights to acquire such additional shares or other securities except a direct Subsidiary of a Restricted Person may issue additional shares or other securities to Borrower such Restricted Person, to Borrower, or to wholly-owned General Partner so long as such Subsidiary is a Wholly Owned Subsidiary of BorrowerBorrower after giving effect thereto. No Subsidiary of Borrower which is a partnership or a limited liability company will allow any diminution of Borrower's interest (direct or indirect) therein.