Liquidation, Merger. The Borrower shall not, and shall not permit any Subsidiary of Borrower to, at any time:
Liquidation, Merger. Liquidate or dissolve, or enter into any consolidation, merger, partnership, joint venture or other combination, or sell, lease or dispose of its business or assets as a whole or in an amount which constitutes a substantial portion thereof; provided, however, that (a) any Subsidiary may merge into, consolidate with or transfer its business or assets to Borrower or any other Subsidiary (so long as such acquiring Subsidiary is a Guarantor) pro rata, to the extent owned by Borrower or such Subsidiary, (b) Borrower may merge with any other corporation so long as Borrower is the surviving corporation and no Default or Event of Default would exist under this Agreement after giving effect to such merger, (c) any Subsidiary may liquidate or dissolve if upon such liquidation or dissolution all or substantially all of the business or assets of such Subsidiary are distributed to Borrower or any other Subsidiary (so long as such transferee Subsidiary is also a Guarantor) pro rata, to the extent owned by Borrower or such Subsidiary, and (d) in the event that a Subsidiary has distributed its business or assets to Borrower or any Subsidiary pursuant to Section 7.05(c), neither Borrower nor any Subsidiary shall be required to preserve any right, license, or franchise of such Subsidiary or the corporate existence of such Subsidiary if the Board of Directors of Borrower or the Subsidiary to which the business or assets of such Subsidiary were distributed shall determine that the preservation thereof is no longer desirable and that the loss thereof is not adverse in any material respect to Lenders.
Liquidation, Merger. It shall not liquidate, dissolve or enter into any merger, consolidation or other combination.
Liquidation, Merger. Liquidate or dissolve, or, without the prior written consent of the Lender, not unreasonably withheld, enter into any consolidation or merger, or enter into any partnership, joint venture or other combination where such combination involves a contribution by a Borrower of all or a substantial portion of its assets, or sell, lease or dispose of its business or assets as a whole or in an amount which constitutes a substantial portion thereof.
Liquidation, Merger. Liquidate or dissolve, or enter into any consolidation, merger, partnership, joint venture or other combination, or sell, lease or dispose of its business or assets as a whole or in an amount which constitutes a substantial portion thereof; provided, however, that (a) any Subsidiary may merge into, consolidate with or transfer its business or assets to Borrower (if the purpose of such merger, consolidation or combination is a legitimate tax planning purpose of the Borrower) or any other Subsidiary (so long as such acquiring Subsidiary is a Guarantor) pro rata, to the extent owned by Borrower or such Subsidiary, (b) Borrower may merge, consolidate or combine (including through liquidation or dissolution into the Borrower) with any other corporation so long as Borrower is the surviving corporation, no Default or Event of Default would exist under this Agreement after giving effect to such merger, consolidation or combination and the reason for such merger, consolidation or combination is either (i) legitimate tax planning purposes of the Borrower or (ii) to consummate an acquisition permitted by Section 7.01(e), (c) any Subsidiary may liquidate or dissolve if upon such liquidation or dissolution all or substantially all of the business or assets of such Subsidiary are distributed to Borrower or any other Subsidiary (so long as such transferee Subsidiary is also a Guarantor) pro rata, to the extent owned by Borrower or such Subsidiary, (d) in the event that a Subsidiary has distributed its business or assets to Borrower or any Subsidiary pursuant to Section 7.05(c), neither Borrower nor any Subsidiary shall be required to preserve any right, license, or franchise of such Subsidiary or the corporate existence of such Subsidiary if the Board of Directors of Borrower or the Subsidiary to which the business or assets of such Subsidiary were distributed shall determine that the preservation thereof is no longer desirable and that the loss thereof is not adverse in any material respect to Lenders and (e) any Joint Venture, to the extent required by, or made pursuant to buy/sell arrangements between the joint venture parties forth in, joint venture arrangements and similar arrangements or otherwise required by the organizational documents or joint venture documents, may dissolve, liquidate, sell, lease or dispose of its business or assets, in whole or part.
Liquidation, Merger. The parties do also agree and acknowledge that if "SAC" is sold or otherwise liquidated or merged with any other organization that as part of any negotiations, that "SAC" shall make known their obligation to the "Employee" to ensure that the new venture continues to pay the obligation contained herein.
Liquidation, Merger. Neither Borrower nor any Subsidiary shall dissolve or liquidate, or become a party to any merger or consolidation with any Person, provided, EWC Leasing Corp. may be dissolved and liquidated into Borrower or merged into Borrower or any other Subsidiary.
Liquidation, Merger. 56 Section 7.5.............................................
Liquidation, Merger. The Borrower shall not, and shall not permit any Subsidiary or Affiliate of the Borrower to, at any time: liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up, except that a Subsidiary or Affiliate of the Borrower may liquidate or dissolve into the Borrower or another Subsidiary or Affiliate of the Borrower; or enter into any merger or consolidation unless (i) with respect to a merger or consolidation involving the Borrower, the Borrower shall be the surviving corporation, or if the merger or consolidation involves a Subsidiary or Affiliate of the Borrower and not the Borrower, such Subsidiary or Affiliate shall be the surviving corporation, (ii) such transaction shall not be utilized to circumvent compliance with any term or provision herein and (iii) no Default or Event of Default shall then be in existence or occur as a result of such transaction.
Liquidation, Merger. Borrower shall not liquidate, dissolve or enter into any merger, consolidation or other combination, except for the proposed merger or combination with Lender.
