Liquidation, Merger, Sale of Assets. The Borrower shall not and shall not permit any of Borrower's Subsidiaries to merge or to liquidate, dissolve or enter into any consolidation, joint venture, partnership or other combination nor sell, lease or dispose of all or any portion of the Borrower's or any Subsidiary's assets, excluding any swap agreements (as defined in 11 U.S.C. §101) of the Borrower or any of the Borrower's Subsidiaries, except for (a) a merger of such a Subsidiary with the Borrower or another such Subsidiary, (b) a merger of the Borrower or one of its Subsidiaries if no Default or Event of Default has occurred or will occur as a result of the merger and (i) the Borrower or such Subsidiary is the surviving corporation or (ii) in a merger involving a Subsidiary of the Borrower, a third party entity is the surviving corporation so long as that third party entity is a wholly-owned Subsidiary of Borrower upon effectiveness of the merger (and so long as such third party entity assumes in writing all obligations and assumptions of the non-surviving Subsidiary under the terms of this Agreement), (c) a sale of goods in the ordinary course of business, (d) a sale, lease or other disposition of assets by a Subsidiary of the Borrower to the Borrower or to another Subsidiary, (e) any joint venture in which investment is permitted under Section 7.05, or (f) any other sale, lease or other disposition of assets by the Borrower or a Subsidiary of the Borrower if the aggregate net book value of such assets and of all other assets sold, leased or otherwise disposed of by the Borrower and Subsidiaries during the immediately preceding twelve (12) month period (excepting sales permitted under clause (c) or (d) of this Section 7.02) does not exceed ten percent (10%) of the aggregate book value of the assets of the Borrower and its consolidated Subsidiaries at the close of the fiscal quarter last ended on the date of calculation.
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. Neither Borrower nor any Guarantor shall liquidate, dissolve or enter into any merger, 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); PROVIDED, HOWEVER, that Borrower may acquire another person engaged in business similar or related to Borrower's PROVIDED that (a) 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, (b) 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 (c) the amount of such Acquisition, together with the amount of all other acquisitions consummated within the twelve (12) consecutive months, does not exceed $10,000,000.
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 Collateral or other assets except sales of assets in the ordinary course of business.
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. 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. 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. The Borrower shall not, and shall cause each Subsidiary to not, liquidate, dissolve or enter into any merger or consolidation with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets to or in favor of, any Person, except: (a) any Subsidiary may liquidate, dissolve, merge, consolidate with or into, or transfer any of its assets to the Borrower or any wholly-owned Subsidiary; provided that the Borrower or such wholly-owned Subsidiary shall be the continuing or surviving corporation or organization; (b) the Borrower may merge or consolidate with any Person as part of a Permitted Acquisition; provided that the Borrower or such wholly-owned Subsidiary shall be the continuing or surviving corporation or organization; and (c) the Borrower or any Subsidiary may convey, transfer, lease or otherwise dispose of obsolete assets or assets no longer used or useful in the business of the Borrower and its Subsidiaries.
