Common use of Limitations on Mergers and Liquidation Clause in Contracts

Limitations on Mergers and Liquidation. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except: (a) any Wholly-Owned Subsidiary of the Borrower may be merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving Person) or with or into any Guarantor (provided that the Guarantor shall be the continuing or surviving Person); (b) any Wholly-Owned 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 Subsidiary; provided that (i) if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor and (ii) if the transferee is either the Borrower or a Guarantor, such sale, lease, transfer or other disposition shall not be for an amount greater than the fair market value; (c) any Wholly-Owned Subsidiary of the Borrower may merge into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition; and (d) any Subsidiary of the Borrower may wind-up into the Borrower or any Guarantor.

Appears in 2 contracts

Samples: Credit Agreement (Lmi Aerospace Inc), Credit Agreement (Lmi Aerospace Inc)

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Limitations on Mergers and Liquidation. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except: (a) any Wholly-Owned Subsidiary of the Borrower may be merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving Person) or with or into any Guarantor (provided that the Guarantor shall be the continuing or surviving Person); (b) any Wholly-Owned 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 Subsidiary; provided that (i) if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor and (ii) if the transferee in such a transaction is either the Borrower or a Guarantor, such then the sale, lease, transfer or other disposition shall not be for an amount greater than the fair market valuevalue of the assets subject to such transaction; (c) any Wholly-Owned Subsidiary of the Borrower may merge into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition; and (d) any Subsidiary of the Borrower may wind-up into the Borrower or any Guarantor.

Appears in 2 contracts

Samples: Credit Agreement (Blackbaud Inc), Credit Agreement (Blackbaud Inc)

Limitations on Mergers and Liquidation. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except: (a) any Wholly-Owned Subsidiary of the Borrower Parent may be merged or consolidated (i) with or into the Borrower (provided that the Borrower shall be the continuing or surviving Person) or (ii) with or into any Guarantor (provided that the Guarantor shall be the continuing or surviving Person); (b) any Wholly-Owned Subsidiary of the Parent 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; provided that (i) if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor and (ii) if the transferee is either the Borrower or a Guarantor, such sale, lease, transfer or other disposition shall not be for an amount greater than the fair market value; (c) any Wholly-Owned Subsidiary of the Borrower Parent may merge into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition; and (d) any Subsidiary of the Borrower may wind-up into the Borrower or any Subsidiary Guarantor.

Appears in 2 contracts

Samples: Credit Agreement (Tuesday Morning Corp/De), Credit Agreement (Tuesday Morning Corp/De)

Limitations on Mergers and Liquidation. Merge, consolidate consolidate, amalgamate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except: (a) any Wholly-Owned Subsidiary of the US Borrower may be merged or consolidated with or into the US Borrower (provided that the US Borrower shall be the continuing or surviving Person) or with or into any Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving Person); (b) any Wholly-Wholly Owned Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the US Borrower or any other Wholly-Owned Subsidiary; provided that (i) if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be the US Borrower or a Guarantor and (ii) if the transferee is either the Borrower or a Subsidiary Guarantor, such sale, lease, transfer or other disposition shall not be for an amount greater than the fair market value; (c) any Wholly-Owned Subsidiary of the US Borrower may merge into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition; and (d) any Subsidiary of the US Borrower may wind-up into the a Borrower or any Subsidiary Guarantor.

Appears in 2 contracts

Samples: Credit Agreement (SCP Pool Corp), Credit Agreement (SCP Pool Corp)

Limitations on Mergers and Liquidation. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) except: (ai) any Wholly-Owned Subsidiary of the Borrower may be merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving Person) or with or into any Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving Person); (bii) any Wholly-Owned 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 Subsidiary; Subsidiary (provided that (i) if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor and (ii) if the transferee is either the Borrower or a Guarantor, such sale, lease, transfer or other disposition shall not be for an amount greater than the fair market value); (c) any Wholly-Owned Subsidiary of the Borrower may merge into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition; and (diii) any Subsidiary of the Borrower may wind-wind up into the Borrower or any Guarantor; (iv) the Borrower or any Subsidiary of the Borrower may be merged into or combined with any other Person in connection with, and according to the terms of, a Permitted Acquisition.

Appears in 2 contracts

Samples: Second Lien Credit Agreement (Landrys Restaurants Inc), First Lien Credit Agreement (Landrys Restaurants Inc)

Limitations on Mergers and Liquidation. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except: (a) any Wholly-Owned Subsidiary of the Borrower may be merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving Person) or with or into any Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving Person); (b) any Wholly-Wholly Owned 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-Wholly Owned Subsidiary; (provided that (i) if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be the Borrower or a Guarantor and (ii) if the transferee is either the Borrower or a Subsidiary Guarantor, such sale, lease, transfer or other disposition shall not be for an amount greater than the fair market value); (c) any Wholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition; and (d) any Subsidiary of the Borrower may wind-up into the Borrower or any Subsidiary Guarantor.

Appears in 2 contracts

Samples: Credit Agreement (Globalstar, Inc.), Credit Agreement (Globalstar, Inc.)

Limitations on Mergers and Liquidation. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except: (a) any Wholly-Owned Subsidiary of the Borrower may be merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving Person) or with or into any Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving Person); (b) any Wholly-Owned Subsidiary may sell, lease, transfer or otherwise dispose of any all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Wholly-Owned Subsidiary; provided that (i) if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be the Borrower or a Guarantor and (ii) Subsidiary Guarantor; provided, further that if the transferee in such transaction is either the Borrower or a Subsidiary Guarantor, the consideration paid or payable in connection with such sale, lease, transfer or other disposition transaction shall not be for an amount greater no more than the fair market valuevalue of the assets sold, leased, transferred or otherwise disposed of in connection therewith; (c) any Wholly-Owned Subsidiary of the Borrower may merge into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition; and (d) any Subsidiary of the Borrower may wind-up into the Borrower or any Subsidiary Guarantor.

Appears in 1 contract

Samples: Credit Agreement (Transaction Systems Architects Inc)

Limitations on Mergers and Liquidation. Merge, consolidate consolidate, amalgamate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except: (a) any Wholly-Owned Subsidiary of the US Borrower may be merged or consolidated with or into the US Borrower (provided that the US Borrower shall be the continuing or surviving Person) or with or into any Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving Person); (b) any Wholly-Wholly Owned Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the US Borrower or any other Wholly-Owned Subsidiary; provided that (i) if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be the US Borrower or a Guarantor and (ii) if the transferee is either the Borrower or a Subsidiary Guarantor, such sale, lease, transfer or other disposition shall not be for an amount greater than the fair market value; (c) any Wholly-Owned Subsidiary of the US Borrower may merge into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition; and; (d) any Subsidiary of the US Borrower may wind-up into the a Borrower or any Subsidiary Guarantor; and (e) the dissolution of SCP Northpark LLC and SCP Services LP.

Appears in 1 contract

Samples: Amendment to Credit Agreement (SCP Pool Corp)

Limitations on Mergers and Liquidation. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except: (a) any Wholly-Owned Subsidiary of the Borrower may be merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving Person) or with or into any Guarantor (provided that the Guarantor shall be the continuing or surviving Person); (b) any Wholly-Wholly Owned 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 Subsidiary; provided that (i) if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor and (ii) if the transferee is either the Borrower or a Guarantor, such sale, lease, transfer or other disposition shall not be for an amount greater than the fair market value; (c) any Wholly-Owned Subsidiary of the Borrower may merge into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition; and (d) any Subsidiary of the Borrower may wind-up into the Borrower or any Guarantor.

Appears in 1 contract

Samples: Credit Agreement (Blackbaud Inc)

Limitations on Mergers and Liquidation. Merge, consolidate consolidate, amalgamate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except: (a) any Wholly-Owned Subsidiary of the US Borrower may be merged or consolidated with or into the US Borrower (provided that the US Borrower shall be the continuing or surviving Person) or with or into any Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving Person); (b) any Wholly-Wholly Owned Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the US Borrower or any other Wholly-Owned Subsidiary; provided that (i) if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be the US Borrower or a Guarantor and (ii) if the transferee is either the Borrower or a Subsidiary Guarantor, such sale, lease, transfer or other disposition shall not be for an amount greater than the fair market value; (c) any Wholly-Owned Subsidiary of the US Borrower may merge into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition; and (d) any Subsidiary of the US Borrower may wind-up or dissolve into the US Borrower or any Wholly-Owned Subsidiary of the US Borrower (provided that if the Subsidiary subject to such winding up or dissolution is a Subsidiary Guarantor, such Subsidiary shall wind-up or dissolve into the US Borrower or another Subsidiary Guarantor).

Appears in 1 contract

Samples: Credit Agreement (Pool Corp)

Limitations on Mergers and Liquidation. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except: (a) any Wholly-Owned Subsidiary of the Borrower (other than DG III) may be merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving Person) or with or into any Guarantor other Credit Party (other than a Foreign Subsidiary of the Borrower) (provided that the Guarantor such Credit Party shall be the continuing or surviving Person); (b) any Wholly-Owned Subsidiary of any Credit Party (other than DG III) 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 SubsidiaryCredit Party (other than a Foreign Subsidiary of the Borrower); (provided that (i) if the transferor in such a transaction is a GuarantorCredit Party, then the transferee must either be the Borrower or any other Credit Party that is not a Guarantor and (ii) if Foreign Subsidiary of the transferee is either the Borrower or a Guarantor, such sale, lease, transfer or other disposition shall not be for an amount greater than the fair market valueBorrower); (c) any Wholly-Owned Subsidiary of the Borrower (other than DG III) may merge into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition; and; (d) any Subsidiary of the Borrower (other than DG III) may wind-up into the Borrower or any Guarantorother Credit Party; and (e) the Merger.

Appears in 1 contract

Samples: Credit Agreement (Digital Generation Systems Inc)

Limitations on Mergers and Liquidation. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:): (a) any Wholly-Owned Subsidiary of the a Borrower may be merged or consolidated with or into the such Borrower (provided that the such Borrower shall be the continuing or surviving Person) or with or into any Guarantor (provided that the Guarantor shall be the continuing or surviving Person); (b) any Wholly-Owned Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the any Borrower or any other Wholly-Owned Subsidiary; Subsidiary (provided that (i) if the transferor in such a transaction is a Guarantor, then the transferee must either be the a Borrower or a Guarantor and (ii) if the transferee is either the Borrower or a Guarantor, such sale, lease, transfer or other disposition shall not be for an amount greater than the fair market value); (c) any Wholly-Owned Subsidiary of the any Borrower may merge into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition; and (d) any Subsidiary of the Borrower may wind-wind up into the a Borrower or or, if such Subsidiary is not a Borrower, any Guarantor.

Appears in 1 contract

Samples: Credit Agreement (Broadview Networks Holdings Inc)

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Limitations on Mergers and Liquidation. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except: (a) any Wholly-Owned Subsidiary of the Borrower may be merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving Person) or with or into any Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving Person); (b) any Wholly-Owned 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 Subsidiary; (provided that (i) if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be the Borrower or a Guarantor and (ii) if the transferee is either the Borrower or a Subsidiary Guarantor, such sale, lease, transfer or other disposition shall not be for an amount greater than the fair market value); (c) any Wholly-Owned Subsidiary of the Borrower may merge into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition; and (d) any Subsidiary of the Borrower may wind-up into the Borrower or any Subsidiary Guarantor.

Appears in 1 contract

Samples: Credit Agreement (Cross Country Healthcare Inc)

Limitations on Mergers and Liquidation. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except: (a) any Wholly-Owned Subsidiary of the Borrower may be merged or consolidated with or into (i) the Borrower (provided that the Borrower shall be the continuing or surviving Person) or with or into any Guarantor (ii) another Subsidiary of the Borrower (provided that if a Guarantor is a part of such transaction, a Guarantor shall be the Guarantor continuing or surviving Person; provided further that if a Wholly-Owned Subsidiary is a part of such transaction, a Wholly-Owned Subsidiary shall be the continuing or surviving Person); (b) any Wholly-Owned 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 Subsidiary; provided that (i) if the transferor in such a transaction is a Guarantor, then Guarantor and the transferee must either be is not a Credit Party, the Borrower or a Guarantor fair market value of the assets subject to such transaction together with investments permitted under Section 10.3(h)(ii) shall not exceed $20,000,000, and (ii) if the transferor in such a transaction is not a Credit Party and the transferee in such a transaction is either the Borrower or a Guarantor, such then the sale, lease, transfer or other disposition shall not be for an amount greater than the fair market valuevalue of the assets subject to such transaction; (c) any Wholly-Owned Subsidiary of the Borrower may merge into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition; and; (d) any Subsidiary of the Borrower may wind-up into the Borrower or any Guarantor; and (e) the Convio Merger.

Appears in 1 contract

Samples: Credit Agreement (Blackbaud Inc)

Limitations on Mergers and Liquidation. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except: (a) any Wholly-Owned Subsidiary of the a Borrower may be merged or consolidated with or into the such Borrower (provided that the such Borrower shall be the continuing or surviving Person) or with or into any Guarantor (provided that the Guarantor shall be the continuing or surviving Person); (b) any Wholly-Owned Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the any Borrower or any other Wholly-Owned Subsidiary; Subsidiary (provided that (i) if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor and (ii) if the transferee is either the Borrower or a Guarantor, such sale, lease, transfer or other disposition shall not be for an amount greater than the fair market value); (c) any Wholly-Owned Subsidiary of the any Borrower may merge into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition; and (d) any Subsidiary of the any Borrower may wind-up into the a Borrower or or, if such Subsidiary is not a Borrower, any Guarantor.

Appears in 1 contract

Samples: Credit Agreement (Broadview Networks Holdings Inc)

Limitations on Mergers and Liquidation. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except: (a) any Wholly-Owned Person (including without limitation any Subsidiary of the Borrower Borrower) may be merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving Person) or with or into any the Guarantor (provided that that, other than in the case of the Borrower, the Guarantor shall be the continuing or surviving Person); (b) any Wholly-Owned 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 Subsidiary; , (provided that (i) if the transferor in such a transaction is a the Guarantor, then the transferee must either be the Borrower or a Guarantor and (ii) if the transferee is either the Borrower or a Guarantor, such sale, lease, transfer or other disposition shall not be for an amount greater than the fair market valueBorrower); (c) any Wholly-Owned Subsidiary of the Borrower may merge into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisitionsuch acquisition; and (d) any Subsidiary of the Borrower may wind-up into the Borrower or any the Guarantor.

Appears in 1 contract

Samples: Credit Agreement (Medimmune Inc /De)

Limitations on Mergers and Liquidation. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except: (a) any Wholly-Owned Subsidiary of the Borrower may be merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving Person) or with or into any Guarantor (provided that the Guarantor shall be the continuing or surviving Person); (b) any Wholly-Owned 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 Subsidiary; provided that (i) if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor and (ii) if the transferee is either the Borrower or a Guarantor, such sale, lease, transfer or other disposition shall not be for an amount greater than the fair market value; (c) any Wholly-Owned Subsidiary of the Borrower may merge into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition; and; (d) any Subsidiary of the Borrower may wind-up into the Borrower or any Guarantor; and (e) the liquidation, winding up or dissolution of Tempco Engineering, Inc. in connection with the sale of all or substantially all of the Capital Stock and/or assets thereof pursuant to Section 10.5(f).

Appears in 1 contract

Samples: Credit Agreement (Lmi Aerospace Inc)

Limitations on Mergers and Liquidation. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except: (a) any Wholly-Owned Subsidiary of the a Borrower may be merged or consolidated with or into the such Borrower (provided that the such Borrower shall be the continuing or surviving Person) or with or into any Guarantor (provided that the Guarantor shall be the continuing or surviving Person); (b) any Wholly-Owned Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the any Borrower or any other Wholly-Owned Subsidiary; Subsidiary (provided that (i) if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor and (ii) if the transferee is either the Borrower or a Guarantor, such sale, lease, transfer or other disposition shall not be for an amount greater than the fair market value); (c) any Wholly-Owned Subsidiary of the any Borrower may merge into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition; and (d) any Subsidiary of the any Borrower may wind-up into the a Borrower or or, if such Subsidiary is not a Borrower, any Guarantor.

Appears in 1 contract

Samples: Credit Agreement (Broadview Networks Holdings Inc)

Limitations on Mergers and Liquidation. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except: (a) any Wholly-Owned Subsidiary of the a Borrower may be merged or consolidated Consolidated with or into the such Borrower (provided that the such Borrower shall be the continuing or surviving Person) or with or into any Guarantor (provided that the Guarantor shall be the continuing or surviving Person); (b) any Wholly-Owned Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the any Borrower or any other Wholly-Owned Subsidiary; Subsidiary (provided that (i) if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor and (ii) if the transferee is either the Borrower or a Guarantor, such sale, lease, transfer or other disposition shall not be for an amount greater than the fair market value); (c) any Wholly-Owned Subsidiary of the any Borrower may merge into the Person such Wholly-Wholly- Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition; and (d) any Subsidiary of the any Borrower may wind-up into the a Borrower or or, if such Subsidiary is not a Borrower, any Guarantor.

Appears in 1 contract

Samples: Credit Agreement (Broadview Networks Holdings Inc)

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