Liquidation, Merger or Consolidation. The stockholders of the Company approve:
(a) a plan of complete liquidation of the Company; or
(b) an agreement providing for the merger or consolidation of the Company (i) in which the Company is not the continuing or surviving corporation (other than consolidation or merger with a wholly owned subsidiary of the Company in which all shares outstanding immediately prior to the effectiveness thereof are changed into or exchanged for the same consideration) or (ii) pursuant to which the shares are converted into cash, securities or other property, except a consolidation or merger of the Company in which the holders of the shares immediately prior to the consolidation or merger have, directly or indirectly, at least a majority of the common stock of the continuing or surviving corporation immediately after such consolidation or merger, or in which the Board immediately prior to the merger or consolidation would, immediately after the merger or consolidation, constitute a majority of the board of directors of the continuing or surviving corporation; or
Liquidation, Merger or Consolidation. EnergySolutions, Parent and Holdco each shall not, and shall cause each of their respective Subsidiaries not to, at any time liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up, or enter into any merger or consolidation; provided that if no Default then exists or would be caused thereby, the following such transactions are permitted: (i) a merger or consolidation among EnergySolutions and one or more of its Subsidiaries that is a wholly-owned Subsidiary Guarantor, provided EnergySolutions is the surviving Person; (ii) a merger or consolidation among Duratek and one or more of its Subsidiaries that is a wholly-owned Subsidiary Guarantor, provided Duratek is the surviving Person; (iii) a merger or consolidation between or among two or more Subsidiaries; provided that if any of the entities is a Subsidiary Guarantor, the surviving entity shall be a Subsidiary Guarantor; (iii) an Acquisition permitted hereunder effected by a merger or consolidation in which EnergySolutions or a Subsidiary is the surviving Person; (iv) a liquidation or dissolution of one or more Subsidiaries into its or their parent entity (provided EnergySolutions or one of the Subsidiaries is such parent entity), (v) any transaction or series of related transactions whereby EnergySolutions becomes a corporation organized under the laws of the State of Delaware or the State of Utah, so long as, following such transaction or transactions, no Person other than Holdco has an economic or voting interest in EnergySolutions and (vi) the IPO Reorganization; provided that, at least ten (10) days prior to executing any transaction or transactions permitted by clause (v) of this Section 7.4(b), EnergySolutions shall provide written notice to the Collateral Agent and shall execute any amendment to the Loan Documents reasonably requested by the Collateral Agent to maintain a valid and perfected first priority security interest in the Collateral in favor of the Collateral Agent, for itself and for the ratable benefit of the Secured Parties, securing, in accordance with the terms of the Security Documents, the outstanding Secured Obligations. Notwithstanding anything to the contrary in any Loan Document (other than this Agreement), any reorganization permitted pursuant to clause (v) of this Section 7.4(b) shall be deemed not to be a breach of any representation or warranty in any Loan Document (other than this Agreement), so long as EnergySolutions complies with the ...
Liquidation, Merger or Consolidation. Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), or enter into any merger or consolidation, or acquire all or substantially all of the assets of any Person without the prior written consent of Lender; or sell, lease, transfer or otherwise dispose of any of its assets, except sales in the ordinary course of its business.
Liquidation, Merger or Consolidation. Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), or enter into any merger or consolidation, or acquire all or substantially all of the assets of any Person; or sell, lease, transfer or otherwise dispose of any of its assets, except sales in the ordinary course of its business. Acquisitions by Borrower of future subsidiaries will be permitted by Lender in accordance with the terms of this Agreement. Notwithstanding the foregoing, the Employers Merger shall not constitute a violation of this covenant.
Liquidation, Merger or Consolidation. The Borrowers will not dissolve or liquidate, or consolidate with or merge with or into any person, firm, corporation or entity or otherwise effect any business combination, joint venture or partnership with any person, firm, corporation or entity except for purchasing Permitted Investments.
Liquidation, Merger or Consolidation. Dissolve or liquidate, or consolidate with or merge with or into any Person or otherwise effect any business combination with any Person without the Bank's prior written consent.
Liquidation, Merger or Consolidation. The Borrowers each shall not, and shall cause each of their respective Subsidiaries not to, at any time liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up, or enter into any merger or consolidation; provided that if no Default then exists or would be caused thereby, the following such transactions are permitted: (i) a merger or consolidation among any of the Borrowers and one or more of their Subsidiaries, provided a Borrower is the surviving Person; (ii) a merger or consolidation between or among two or more Subsidiaries of Borrowers; (iii) an Acquisition permitted hereunder effected by a merger or consolidation in which any of the Borrowers or a Subsidiary of the Borrowers is the surviving Person; and (iv) a liquidation or dissolution of one or more Subsidiaries of Borrowers into its or their parent entity (provided a Borrower or one of their Subsidiaries is such parent entity).
Liquidation, Merger or Consolidation. Consolidate with or merge into any other Person or convey, transfer or lease all or substantially all of its property to any Person, or permit any Person to consolidate with or merge into either Borrower or any of its subsidiaries and affiliates or convey, transfer or lease all or substantially all of its property to either Borrower, unless:
(a) in case either Borrower shall consolidate with or merge into another Person or convey, transfer or lease all or substantially all of its property to any Person, the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, all or substantially all of the property of any Borrower shall be a corporation, partnership or trust, shall be organized and validly existing under the laws of the United States of America, any State thereof, the Commonwealth of Puerto Rico or the District of Columbia and shall expressly assume, by an agreement, in form satisfactory to the Bank, all of the Obligations;
(b) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing;
(c) immediately after giving effect to such transaction, DFC or such surviving entity shall have a Tangible Net Worth equal to or greater than the Tangible Net Worth of DFC immediately prior to such transaction. At any time after any such permitted merger, consolidation or sale of substantially all assets the Bank may, by notice to the Borrowers or the surviving entity, terminate the Commitment.
Liquidation, Merger or Consolidation. Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), or enter into any merger or consolidation, or acquire all or substantially all of the assets of any Person; or sell, lease, or otherwise dispose of any of its assets in an aggregate amount exceeding $100,000 during any fiscal year, except for sales of assets associated with the Tennessee operations of TransCor Waste Services, Inc., disposition of the Lantana site by Kimmins Recycling Corporation, sales of Equipment in accordance xxxx xxe Security Agreement, and sales of Inventory in the ordinary course of its business, or disposition of the Note Receivable payable by Guarantor or of the assets or outstanding stock of ThermoCor Kimmins, Inc. in accordance with Section 6.10 of the Security Agrexxxxx xnd Section 5(c) of the Pledge Agreement or sales of accounts receivable and/or other intangible assets from one Borrower to another Borrower, provided that such accounts receivable and/or other intangible assets remain subject to a prior perfected security interest in favor of Lender.
Liquidation, Merger or Consolidation. (a) Except for the contemplated sale of La-Man's assets to Air Systems Enterprises, Inc., liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution); or (b) enter into any merger or consolidation of which it is not the surviving corporation or otherwise suffer a "Change in Control" in Parent, as defined below; or (c) sell, lease, or otherwise dispose of any of its assets in an aggregate amount exceeding $100,000 during any fiscal year, except sales of obsolete or worn-out equipment and sales of Inventory in the ordinary course of its business.
