Liquidation, Merger or Consolidation. The stockholders of the Company approve:
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 stockholders of the Employer approve an agreement providing for the merger or consolidation of the Employer (i) in which the Employer is not the continuing or surviving corporation (other than consolidation or merger with a wholly owned subsidiary of the Employer 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 Employer 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. 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:
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. (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.
Liquidation, Merger or Consolidation. Borrower will not (i) dissolve or liquidate or (ii) become a party to any merger or consolidation in which Borrower is not the surviving entity.
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).
