Common use of Liquidation; Merger; Sale of Collateral Clause in Contracts

Liquidation; Merger; Sale of Collateral. It shall not consummate any plan of liquidation, dissolution, partial liquidation, merger, consolidation or division (or suffer any liquidation, dissolution or partial liquidation) nor sell, transfer, exchange or otherwise dispose of any of its assets, or enter into an agreement or commitment to do so or enter into or engage in any business with respect to any part of its assets, except as expressly permitted by this Agreement and the other Facility Documents (including in connection with the repayment in full of the Obligations).

Appears in 17 contracts

Samples: Revolving Credit and Security Agreement (Goldman Sachs Private Credit Corp.), Revolving Credit and Security Agreement (Morgan Stanley Direct Lending Fund), Revolving Credit and Security Agreement (T Series Middle Market Loan Fund LLC)

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Liquidation; Merger; Sale of Collateral. It shall not consummate any plan of liquidation, dissolution, partial liquidation, merger, merger or consolidation or division (or suffer any liquidation, dissolution or partial liquidation) nor sell, transfer, exchange or otherwise dispose of any of its assetsassets (other than dispositions permitted under this Agreement), or enter into an agreement or commitment to do so or enter into or engage in any business with respect to any part of its assets, except as expressly permitted by this Agreement and the other Facility Documents (including in connection with the repayment Payment in full Full of the Obligations).

Appears in 15 contracts

Samples: Amendment No. 2 to Facility Documents (Blue Owl Technology Income Corp.), Credit and Security Agreement (Diameter Credit Co), Credit and Security Agreement (Blue Owl Credit Income Corp.)

Liquidation; Merger; Sale of Collateral. It shall not consummate any plan of liquidation, dissolution, partial liquidation, merger, merger or consolidation or division (or suffer any liquidation, dissolution or partial liquidation) nor sell, transfer, exchange or otherwise dispose of any of its assets, or enter into an agreement or commitment to do so or enter into or engage in any business with respect to any part of its assets, except as expressly permitted by this Agreement and the other Facility Documents (including in connection with the repayment in full of the Obligations).

Appears in 9 contracts

Samples: Credit Agreement (Main Street Capital CORP), Revolving Credit and Security Agreement (Main Street Capital CORP), Revolving Credit and Security Agreement (Upstart Holdings, Inc.)

Liquidation; Merger; Sale of Collateral. It shall not consummate any plan of division, plan of liquidation, dissolution, partial liquidation, merger, merger or consolidation or division (or suffer any liquidation, dissolution or partial liquidation) nor sell, transfer, exchange or otherwise dispose of any of its assets, or enter into an agreement or commitment to do so or enter into or engage in any business with respect to any part of its assets, except as expressly permitted by Section 10.01 of this Agreement and the other Facility Documents (including in connection with the repayment in full of the Obligations)) or with the prior written consent of the Required Lenders.

Appears in 7 contracts

Samples: Revolving Credit and Security Agreement (Monroe Capital Income Plus Corp), Revolving Credit and Security Agreement (Monroe Capital Income Plus Corp), Revolving Credit and Security Agreement (Monroe Capital Income Plus Corp)

Liquidation; Merger; Sale of Collateral. It shall not consummate any plan of liquidation, dissolution, partial liquidation, merger, merger or consolidation or division (or suffer any liquidation, dissolution or partial liquidation) nor sell, transfer, exchange or otherwise dispose of any of its assets, or enter into an agreement or commitment to do so or enter into or engage in any business with respect to any part of its assets, except as expressly permitted by this Agreement and the other Facility Documents (including in connection with the repayment in full of the Obligations)Documents.

Appears in 5 contracts

Samples: Revolving Credit and Security Agreement (ACV Auctions Inc.), Credit and Security Agreement (TCW Direct Lending VII LLC), Credit and Security Agreement (TPG Specialty Lending, Inc.)

Liquidation; Merger; Sale of Collateral. It shall not consummate any plan of liquidation, dissolutiondissolution (including by dividing into two or more separate limited liability companies), division, partial liquidation, merger, merger or consolidation or division (or suffer any liquidation, dissolution or partial liquidation) nor sell, transfer, exchange or otherwise dispose of (including by dividing into two or more separate limited liability companies) any of its assets, or enter into an agreement or commitment to do so or enter into or engage in any business with respect to any part of its assets, except as expressly permitted by this Agreement and the other Facility Documents (including in connection with the repayment in full of the Obligations)Documents.

Appears in 4 contracts

Samples: Credit and Security Agreement (TCW Direct Lending VIII LLC), Credit and Security Agreement (TCW Direct Lending VIII LLC), Credit and Security Agreement (TCW Direct Lending VII LLC)

Liquidation; Merger; Sale of Collateral. It shall not consummate any plan of liquidation, division, dissolution, partial liquidation, merger, merger or consolidation or division (or suffer any liquidation, dissolution or partial liquidationliquidation (including by dividing into two or more separate limited liability companies)) nor sell, transfer, exchange or otherwise dispose of (including by dividing into two or more separate limited liability companies) any of its assets, or enter into an agreement or commitment to do so or enter into or engage in any business with respect to any part of its assets, except as expressly permitted by this Agreement and the other Facility Documents (including in connection with the repayment in full of the Obligations).

Appears in 3 contracts

Samples: Revolving Credit and Security Agreement (PennantPark Floating Rate Capital Ltd.), Revolving Credit and Security Agreement (PennantPark Floating Rate Capital Ltd.), Revolving Credit and Security Agreement (PennantPark Floating Rate Capital Ltd.)

Liquidation; Merger; Sale of Collateral. It shall not consummate any plan of liquidation, dissolution, partial liquidation, merger, merger or consolidation or division (or suffer any liquidation, dissolution or partial liquidation) nor sell, transfer, exchange or otherwise dispose of any of its assets, or enter into an agreement or commitment to do so or enter into or engage in any business with respect to any part of its assets, except as expressly permitted by this Agreement and or the other Facility Documents (including in connection with the repayment in full of the Obligations)Documents.

Appears in 3 contracts

Samples: Credit and Security Agreement (WhiteHorse Finance, Inc.), Credit and Security Agreement (WhiteHorse Finance, Inc.), Revolving Credit and Security Agreement (WhiteHorse Finance, LLC)

Liquidation; Merger; Sale of Collateral. It shall not consummate any plan of liquidation, dissolution, partial liquidation, merger, merger or consolidation or division (or suffer any liquidation, dissolution or partial liquidation) nor sell, transfer, exchange or otherwise dispose of any of its assetsassets (other than dispositions permitted under this Agreement), or enter into an agreement or commitment to do so or enter into or engage in any business with respect to any part of its assets, except as expressly permitted by this Agreement and the other Facility Documents (including in connection with the repayment in full of the Obligations).

Appears in 3 contracts

Samples: Credit and Security Agreement (Oxford Square Capital Corp.), Credit and Security Agreement (FS Investment Corp II), Credit and Security Agreement (TICC Capital Corp.)

Liquidation; Merger; Sale of Collateral. It shall not consummate any plan of liquidation, dissolution, partial liquidation, merger, merger or consolidation or division (or suffer any liquidation, dissolution or partial liquidation) nor sell, transfer, exchange or otherwise dispose of any of its assets, or enter into an agreement or commitment to do so or enter into or engage in any business with respect to any part of its assets, except in each case as expressly permitted by this Agreement and the other Facility Documents (including in connection with the repayment in full of the Obligations)Documents.

Appears in 2 contracts

Samples: Credit and Security Agreement (BlackRock Private Credit Fund), Credit and Security Agreement (BlackRock Private Credit Fund)

Liquidation; Merger; Sale of Collateral. It shall not consummate any plan of division, liquidation, dissolution, partial liquidation, merger, merger or consolidation or division (or suffer any liquidation, dissolution or partial liquidation) nor sell, transfer, exchange or otherwise dispose of any of its assets, or enter into an agreement or commitment to do so or enter into or engage in any business with respect to any part of its assets, except (i) as expressly permitted by Section 10.01 of this Agreement and the other Facility Documents (including in connection with the repayment in full of the Obligations)) or (ii) with the prior written consent of the Required Lenders.

Appears in 2 contracts

Samples: Revolving Credit and Security Agreement (Logan Ridge Finance Corp.), Revolving Credit and Security Agreement (Logan Ridge Finance Corp.)

Liquidation; Merger; Sale of Collateral. It shall not consummate any plan of liquidation, dissolution, division, partial liquidation, merger, merger (other than the merger of 405 Loan Funding LLC with and into the Borrower on the Closing Date) or consolidation or division (or suffer any liquidation, dissolution dissolution, division or partial liquidation) nor sell, transfer, exchange or otherwise dispose of any of its assets, or enter into an agreement or commitment to do so or enter into or engage in any business with respect to any part of its assets, except as expressly permitted by this Agreement and the other Facility Documents (including in connection with the repayment in full of the Obligations).

Appears in 2 contracts

Samples: Credit and Security Agreement (Business Development Corp of America), Credit and Security Agreement (Business Development Corp of America)

Liquidation; Merger; Sale of Collateral. It shall not consummate any plan of liquidation, dissolution, partial liquidation, merger, merger or consolidation or division (or suffer any liquidation, dissolution or partial liquidation) nor sell, transfer, exchange or otherwise dispose of any of its assets, or enter into an agreement or commitment to do so or enter into or engage in any business with respect to any part of its assets, except as expressly permitted by this Agreement and the other Facility Documents (including in connection with the repayment in full of the ObligationsObligations (other than with respect to contingent indemnification obligations)).

Appears in 2 contracts

Samples: Revolving Credit and Security Agreement (Compass, Inc.), Revolving Credit and Security Agreement (Compass, Inc.)

Liquidation; Merger; Sale of Collateral. It shall not consummate any plan of liquidation, dissolution, partial liquidation, mergerdivision, merger or consolidation or division (or suffer any liquidation, dissolution or partial liquidation) nor sell, transfer, exchange or otherwise dispose of or divide any of its assets, or enter into an agreement or commitment to do so or enter into or engage in any business with respect to any part of its assets, except as expressly permitted by this Agreement and the other Facility Documents (including in connection with the repayment in full of the Obligations).

Appears in 2 contracts

Samples: First Omnibus Amendment (Pennantpark Investment Corp), Revolving Credit and Security Agreement (Pennantpark Investment Corp)

Liquidation; Merger; Sale of Collateral. It shall not consummate any plan of liquidation, dissolution, partial liquidation, merger, merger (other than the merger of 405 Loan Funding LLC with and into the Borrower on the Closing Date) or consolidation or division (or suffer any liquidation, dissolution or partial liquidation) nor sell, transfer, exchange or otherwise dispose of any of its assets, or enter into an agreement or commitment to do so or enter into or engage in any business with respect to any part of its assets, except as expressly permitted by this Agreement and the other Facility Documents (including in connection with the repayment in full of the Obligations).

Appears in 2 contracts

Samples: Credit and Security Agreement (Business Development Corp of America), Credit and Security Agreement (Business Development Corp of America)

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Liquidation; Merger; Sale of Collateral. It shall not consummate any plan of liquidation, dissolution, division, partial liquidation, merger, merger or consolidation or division (or suffer any liquidation, dissolution or partial liquidation) nor sell, transfer, exchange or otherwise dispose of any of its assetsassets (other than dispositions permitted under this Agreement), or enter into an agreement or commitment to do so or enter into or engage in any business with respect to any part of its assets, except as expressly permitted by this Agreement and the other Facility Documents (including in connection with the repayment in full of the Obligations).this

Appears in 1 contract

Samples: Revolving Credit and Security Agreement (FS Investment Corp II)

Liquidation; Merger; Sale of Collateral. It shall not consummate any plan of division, liquidation, dissolution, partial liquidation, merger, merger or consolidation or division (or suffer any liquidation, dissolution or partial liquidation) nor sell, transfer, exchange or otherwise dispose of any of its assets, or enter into an agreement or commitment to do so or enter into or engage in any business with respect to any part of its assets, except as expressly permitted by Section 10.01 of this Agreement and the other Facility Documents (including in connection with the repayment in full of the Obligations)) or with the prior written consent of the Required Lenders.

Appears in 1 contract

Samples: Revolving Credit and Security Agreement (Capitala Finance Corp.)

Liquidation; Merger; Sale of Collateral. It shall not consummate any plan of liquidation, dissolution, partial liquidation, merger, merger or consolidation or division (or suffer any liquidation, dissolution or partial liquidation) nor sell, transfer, exchange or otherwise dispose of any all or substantially all of its assetsassets (other than dispositions permitted under this Agreement), or enter into an agreement or commitment to do so or enter into or engage in any business with respect to any part of its assets, except as expressly permitted by this Agreement and the other Facility Documents (including in connection with the repayment Payment in full Full of the Obligations).

Appears in 1 contract

Samples: Credit and Security Agreement (Cim Real Estate Finance Trust, Inc.)

Liquidation; Merger; Sale of Collateral. It shall not consummate any plan of liquidation, dissolution, partial liquidation, merger, merger or consolidation or division (or suffer any liquidation, liquidation or dissolution or partial liquidation) nor sell, transfer, exchange or otherwise dispose of any of its assets, or enter into an agreement or commitment to do so assets or enter into or engage in any business with respect to any part of its assets, except as expressly permitted by this Agreement and the or any other Facility Documents (including in connection with the repayment in full of the Obligations)Documents.

Appears in 1 contract

Samples: Revolving Credit and Security Agreement (NewStar Financial, Inc.)

Liquidation; Merger; Sale of Collateral. It shall not consummate any plan of liquidation, division, dissolution, partial liquidation, merger, merger or consolidation or division (or suffer any liquidation, division, dissolution or partial liquidation) nor sell, transfer, exchange or otherwise dispose of any of its assetsassets (other than dispositions permitted under this Agreement), or enter into an agreement or commitment to do so or enter into or engage in any business with respect to any part of its assets, except as expressly permitted by this Agreement and the other Facility Documents (including in connection with the repayment in full of the Obligations).

Appears in 1 contract

Samples: Credit and Security Agreement (Bain Capital Specialty Finance, Inc.)

Liquidation; Merger; Sale of Collateral. It shall not consummate any plan of liquidation, dissolution, partial liquidation, merger, merger or consolidation or division (or suffer any liquidation, USActive 53852035.1153852035.14.docx -92- dissolution or partial liquidation) nor sell, transfer, exchange or otherwise dispose of any of its assets, or enter into an agreement or commitment to do so or enter into or engage in any business with respect to any part of its assets, except as expressly permitted by this Agreement and the other Facility Documents (including in connection with the repayment in full of the Obligations).

Appears in 1 contract

Samples: Revolving Credit and Security Agreement (OFS Capital Corp)

Liquidation; Merger; Sale of Collateral. It shall not consummate any plan of liquidation, dissolution, division, partial liquidation, merger, merger or consolidation or division (or suffer any liquidation, dissolution dissolution, division or partial liquidation) nor sell, transfer, exchange or otherwise dispose of any of its assetsassets (other than dispositions permitted under this Agreement), or enter into an agreement or commitment to do so or enter into or engage in any business with respect to any part of its assets, except as expressly permitted by this Agreement and the other Facility Documents (including in connection with the repayment Payment in full Full of the Obligations).

Appears in 1 contract

Samples: Credit and Security Agreement (CION Investment Corp)

Liquidation; Merger; Sale of Collateral. It shall not consummate any plan of liquidation, dissolution, partial liquidation, merger, consolidation or division (or suffer any liquidation, dissolution or partial liquidation) nor sell, transfer, exchange or otherwise dispose of any of its assets, or enter into an agreement or commitment to do so or enter into or engage in any business with respect to any part of its assets, except as expressly permitted by this Agreement and the other Facility Documents (including in connection with the repayment in full of the Obligations).. USActive 54953942.1755479929.4-100-

Appears in 1 contract

Samples: Revolving Credit and Security Agreement (Ares Capital Corp)

Liquidation; Merger; Sale of Collateral. It shall not consummate any plan of liquidation, dissolution, partial liquidation, merger, consolidation or division (or suffer any liquidation, dissolution or partial liquidation) nor sell, transfer, exchange or otherwise dispose of any of its assets, or enter into an agreement or commitment to do so or enter into or engage in any business with respect to any part of its assets, except as expressly permitted by this Agreement and the other Facility Documents (including in connection with the repayment in full of the Obligations).. USActive 54953942.17 -92-

Appears in 1 contract

Samples: Revolving Credit and Security Agreement (Ares Capital Corp)

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