Liquidation, Merger, Sale of Assets. The Borrower shall not liquidate, dissolve or enter into any merger, consolidation, joint venture, partnership or other combination or sell, lease, or dispose of all or any substantial portion of its business or assets (excepting sales of goods in the ordinary course of business and excepting sales of notes pursuant to note purchase agreements) as constitutes a substantial portion thereof; provided, however, so long as no Default or Event of Default shall have occurred and be continuing or will occur as a result of such merger or consolidation, Borrower may merge or consolidate with any person provided that the surviving person be a corporation duly incorporated and validly existing under the laws of any state of the United States and provided further that such surviving corporation expressly assumes Borrower's obligations under this Agreement in a writing delivered to the Agent and the Lenders. Without limiting the foregoing, Borrower, and its consolidated subsidiaries, shall not in any fiscal year sell any portion of their business or assets having a value in excess of ten percent (10%) of their Consolidated Tangible Net Worth unless the proceeds of such sale or sales are reinvested within twelve (12) months in assets to be owned and utilized by Borrower in the ordinary course of its business; provided, however, in determining compliance with the foregoing requirement, sales of the following assets will be disregarded: (a) individual assets having a book value of less than Two Hundred Fifty Thousand Dollars ($250,000), not to exceed in the aggregate One Million Five Hundred Thousand Dollars ($1,500,000) in any fiscal year, and (b) Indebtedness of Borrower's members owing to Borrower and incurred in connection with equipment, store or inventory financing provided by Borrower to such members.
Liquidation, Merger, Sale of Assets. Liquidate, cease operations, dissolve or enter into any merger, consolidation or other combination nor sell, lease, or dispose of all or substantially all of its business or assets nor transfer or sell assets except sales of assets in the ordinary course of business.
Liquidation, Merger, Sale of Assets. Except as otherwise expressly permitted hereunder, Borrower shall not liquidate, dissolve or enter into any joint venture, partnership or other combination (other than any joint venture, partnership or other combination established in connection with Borrower's operation of its mini-storage business) or sell, lease, or dispose of all or any substantial portion of its business or assets (other than the sale of inventory in the ordinary course of business), or enter into any merger or consolidation unless Borrower is the surviving entity. Borrower shall not permit any of the Relevant Subsidiaries to liquidate, dissolve or enter into any joint venture, partnership or other combination or sell, lease, or dispose of all or any substantial portion of its business or assets (other than the sale of inventory in the ordinary course of business) or enter into any merger or consolidation unless such Relevant Subsidiary is the surviving entity if any of the foregoing actions would have a Material Adverse Effect.
Liquidation, Merger, Sale of Assets. Borrower shall not, and shall cause each Subsidiary to not, merge or liquidate, dissolve or enter into any consolidation, joint venture, partnership or other combination nor sell, lease or dispose of all or any portion of its assets or of any Collateral other than sales of inventory in the ordinary course of business.
Liquidation, Merger, Sale of Assets. Liquidate or dissolve or enter into any merger, consolidation, joint venture, partnership or other combination other than one which the Borrower is the surviving entity, nor sell, lease, or dispose of all or any substantial portion of its business (excepting sales of goods in the ordinary course of business), whereby the book value of all assets sold would exceed five percent (5%) of the total assets of Borrower and its Subsidiaries on a consolidated basis at the end of the preceding fiscal year computed in accordance with GAAP.
Liquidation, Merger, Sale of Assets. Borrowers shall not, and shall not permit any Subsidiary to liquidate, dissolve or enter into any merger, consolidation, partnership or other combination, except that Xxxxxxxx Pipe and Steel Company and/or Xxxxxxxx Steel Pipe Company may be merged into Northwest Pipe Company and, except that Borrowers may make acquisitions by merger, as provided in Section 6.6 when Northwest Pipe Company is the survivor. Borrowers shall not sell, lease, or dispose of assets other than in the ordinary course of business, except that Borrowers in any one fiscal year may sell assets not in the ordinary course of business so long as the total of such sales does not exceed 20% of Tangible Net Worth as of the end of the prior fiscal year. In addition, Borrowers' existing facilities in the State of Kentucky may be sold and such sale will not be considered in applying the 20% of Tangible Net Worth restriction set forth in this Section.
Liquidation, Merger, Sale of Assets. The Borrower shall not merge (except mergers where the Borrower is the surviving entity) or liquidate, dissolve or enter into any consolidation, joint venture, partnership or other combination nor sell, lease or dispose of all or any portion of its assets other than sales of inventory in the ordinary course of business.
Liquidation, Merger, Sale of Assets. Borrower shall not, and shall cause its Material Subsidiaries not to (a) liquidate or dissolve, (b) enter into any material merger or consolidation except that any Material subsidiary may merge or consolidate into any other Subsidiary or into Borrower, nor (c) 27 sell, lease, or dispose of such portion of their business or assets (excepting sales of goods in the ordinary course of business) as constitutes in the reasonable opinion of Agent a substantial portion thereof; provided, that, notwithstanding this provision, Borrower shall be permitted to sell its accounts receivable generated from Outsourcing Contracts.
Liquidation, Merger, Sale of Assets. Borrower shall not and shall cause each Subsidiary to not merge or enter into consolidations or liquidate, nor sell, lease or dispose of all or any portion of its assets, except (a) sales, leases, or other dispositions of assets in the ordinary course of business, (b) licenses or sublicenses of software on an exclusive or nonexclusive basis in accordance with prudent business practices and in the ordinary course of business, (c) mergers or consolidations in connection with any Investment permitted under Section 7.7 hereof, provided that in the case of any such merger or consolidation involving Borrower, Borrower shall be the surviving corporation; (d) mergers or consolidations entered into for the purposes of changing the jurisdiction of incorporation of Borrower or any Subsidiary; provided that if such merger or consolidation involves Borrower, the successor entity shall assume all obligations of Borrower hereunder and under the other Borrower Loan Documents pursuant to documentation satisfactory to the Majority Lenders; (e) any Subsidiary may merge or consolidate with or into Borrower or another Subsidiary provided that Borrower or a Wholly-Owned Subsidiary is the surviving person; (f) any Subsidiary may merge or consolidate with any other Subsidiary where the surviving person is not a Wholly-Owned Subsidiary provided that, after giving effect to such merger or consolidation, the aggregate of all Restricted Payments made after the date of this Agreement would not exceed twenty-five percent (25%) of Borrower's consolidated Net Income for the period commencing on the date of this Agreement and ending on the last day of the immediately preceding fiscal quarter; (g) any Subsidiary may dissolve or liquidate; provided that after giving effect to such dissolution or liquidation, the aggregate of all Restricted Payments made after the date of this Agreement would not exceed twenty-five percent (25%) of Borrower's consolidated Net Income for the period commencing on the date of this Agreement and ending on the last day of the immediately preceding fiscal quarter; and (h) other sales, leases or other dispositions of assets made after the date of this Agreement, which on an aggregate basis for Borrower and the Subsidiaries since the date of this Agreement, do not exceed an amount equal to ten percent (10%) of Borrower's consolidated tangible assets as of the last day of the immediately preceding fiscal quarter of Borrower.
Liquidation, Merger, Sale of Assets. Neither Borrower nor any Guarantor shall liquidate, dissolve or enter into any consolidation, joint venture, partnership or other combination or sell, lease, or dispose of (including through transfers to any Subsidiary that has not executed a guaranty and security agreement pursuant to Section 6.16) all or any substantial portion of its business or assets or of any Collateral (excepting sales of goods in the ordinary course of business). Neither Borrower nor any Guarantor shall merge with any other person except that the Borrower or Guarantor may merge with another person engaged in business similar or related to Borrower's PROVIDED that (a) such a merger is an Acquisition, (b) prior to such Acquisition, no Default or Event of Default has occurred nor is continuing and such Acquisition shall not cause a Default or an Event of Default hereunder, (c) ten (10) days prior to such Acquisition, Borrower provides to Agent and each Lender written notice of such Acquisition and evidence that such Acquisition complies with the terms and conditions contained herein, and (d) the amount of such Acquisition, together with the amount of all other acquisitions consummated within the twelve (12) consecutive months (including all other Acquisitions by merger or otherwise as permitted under this Section 7.2 and Section 7.4 hereof), does not exceed $10,000,000.
