Common use of Liquidations, Mergers, Consolidations, Acquisitions Clause in Contracts

Liquidations, Mergers, Consolidations, Acquisitions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person; provided that, (i) any Loan Party (other than the Borrower) may merge into any other Loan Party, and any Person may merge into a Loan Party in a transaction in which such Loan Party is the surviving entity in connection with a Permitted Acquisition, (ii) any Non-Loan Party Subsidiary may consolidate or merge into another Non-Loan Party Subsidiary or into a Loan Party, so long as in any merger or consolidation involving any Loan Party, such Loan Party shall be the surviving or continuing entity, (iii) a Loan Party or a wholly-owned Subsidiary of a Loan Party may make a Permitted Acquisition, (iv) any Subsidiary of the Parent (other than a Loan Party) may liquidate or dissolve if the Borrower or the Parent (as the case may be) determines in good faith that such liquidation or dissolution is in the best interests of the Borrower or the Parent (as the case may be) and is not materially disadvantageous to the Lenders; (v) any restructuring, regardless of whether accomplished by liquidation, contribution, distribution, merger, amalgamation or any other technique, whereby the ownership of Subsidiaries of the Parent is changed, so long as each such Subsidiary that is a Subsidiary of the Parent prior to such restructuring remains, directly or indirectly, a Subsidiary of the Parent after such restructuring so long as in any restructuring involving the Borrower, the Borrower is the surviving entity; and (vi) any transaction, regardless of whether accomplished by liquidation, contribution, distribution, merger, amalgamation or any other technique, and including without limitation reincorporations, whereby the only substantive effect is that the Parent or any of its Subsidiaries changes its state of incorporation or formation, so long as the Borrower provides prompt written notice to the Administrative Agent of such change.

Liquidations, Mergers, Consolidations, Acquisitions. Each of the Loan Parties No Borrower shall not, and shall not permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or . No Borrower may become a party to any merger or consolidationconsolidation unless such Borrower is either directly or indirectly the surviving entity. Notwithstanding anything in the foregoing to the contrary, Summit Properties may merge with another publicly-held corporation (the "Merger Partner") regardless of whether or acquire by purchasenot Summit Properties is the surviving entity, lease or otherwise all or substantially all of the assets or capital stock of any other Person; provided that, that (i) neither the Merger Partner nor any Loan Party of its principals (other than officers, directors or shareholders able to exert management influence or control) or affiliates has (A) materially defaulted during the Borrowerten (10) may merge into year period prior to the date of the proposed merger under any other Loan Partyloan from Xxxxxxx Mac or proffered a deed in lieu of foreclosure in satisfaction of any loan from Xxxxxxx Mac, or (B) been found liable in any malfeasance litigation including, without limitation, breach of fiduciary duty or fraud or convicted in any suit alleging criminal misconduct, or been the subject of a government enforcement action, or (C) has filed a petition seeking reorganization or liquidation under applicable bankruptcy laws, or had an involuntary bankruptcy petition filed against it which was not dismissed within ninety (90) days of filing or, made a general assignment for the benefit of creditors, and any Person may merge into a Loan Party in a transaction in which such Loan Party is (ii) the "Net Worth" of the surviving entity in connection with a Permitted Acquisitionof such merger is equal to or greater than the Net Worth of Summit Properties prior to such merger. Net Worth, (ii) for the purposes of the preceding sentence, shall mean assets plus accumulated depreciation less liabilities. Notwithstanding the foregoing, any Non-Loan Party Subsidiary Borrower which is an Affiliate of Summit Properties may consolidate or merge be merged into another Non-Loan Party Subsidiary or into a Loan Party, so long as in Summit Properties at any time. Borrower shall notify Lender promptly of the occurrence of any merger or consolidation involving any Loan Partypermitted hereunder, such Loan Party shall be the surviving or continuing entity, (iii) a Loan Party or a wholly-owned Subsidiary together with copies of a Loan Party may make a Permitted Acquisition, (iv) any Subsidiary of the Parent (other than a Loan Party) may liquidate or dissolve if the Borrower or the Parent (as the case may be) determines in good faith that such liquidation or dissolution is in the best interests of the Borrower or the Parent (as the case may be) and is not materially disadvantageous to the Lenders; (v) any restructuring, regardless of whether accomplished by liquidation, contribution, distribution, merger, amalgamation or any other technique, whereby the ownership of Subsidiaries of the Parent is changed, so long as each such Subsidiary that is a Subsidiary of the Parent prior all relevant documentation related to such restructuring remains, directly merger or indirectly, a Subsidiary of the Parent after such restructuring so long as in any restructuring involving the Borrower, the Borrower is the surviving entity; and (vi) any transaction, regardless of whether accomplished by liquidation, contribution, distribution, merger, amalgamation or any other technique, and including without limitation reincorporations, whereby the only substantive effect is that the Parent or any of its Subsidiaries changes its state of incorporation or formation, so long as the Borrower provides prompt written notice to the Administrative Agent of such changeconsolidation.

Liquidations, Mergers, Consolidations, Acquisitions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, dissolvedissolve (other than a dissolution contemplated by Section 8.2.7(xii)), liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person; provided that, that (i) any Domestic Loan Party other than the Company, any Foreign Loan Party or any other Subsidiary that is not a Loan Party (other than the BorrowerInsurance Subsidiary or the Receivables Subsidiary) may merge into any other Loan Party, and any Person may merge into a Loan Party in a transaction in which such Loan Party is the surviving entity in connection with a Permitted Acquisition, (ii) any Non-Loan Party Subsidiary may consolidate or merge into another Non-Domestic Loan Party Subsidiary which is wholly-owned by one or into a more of the other Domestic Loan Party, Parties so long as in any merger or consolidation involving any Loan Party, such Domestic Loan Party shall be is the surviving survivor, (ii) Excluded Subsidiaries (other than the Insurance Subsidiary and the Receivables Subsidiary) may consolidate or continuing entitymerge into other Excluded Subsidiaries (other than the Insurance Subsidiary and the Receivables Subsidiary), (iii) Foreign Loan Parties not directly owned by a Loan Party or a wholly-owned Subsidiary of a Domestic Loan Party may make a Permitted Acquisitionconsolidate or merge into other such Foreign Loan Parties, (iv) any Subsidiary of the Parent (other than a Loan Partythe Insurance Subsidiary and the Receivables Subsidiary) may liquidate or dissolve if merge into the Borrower or the Parent (Company so long as the case may be) determines in good faith that such liquidation or dissolution Company is in the best interests of the Borrower or the Parent (as the case may be) and is not materially disadvantageous to the Lenders; survivor, (v) any restructuring, regardless the Company and its wholly-owned Subsidiaries may engage in one or more purchases or other acquisitions of whether accomplished by liquidation, contribution, distribution, merger, amalgamation or any other technique, whereby the ownership of Subsidiaries all of the Parent is changedEquity Interests in, so long or all or substantially all of the property of or a division of, any Person that, upon the consummation thereof, will be wholly-owned directly by the Company or one or more of its wholly-owned Subsidiaries (including as a result of a merger or consolidation) provided that (A) each such purchase or other acquisition is a Permitted Acquisition and the provisions of Section 8.2.9 [Subsidiaries, Partnerships and Joint Ventures] are complied with and (B) no such purchase or acquisition shall be made until after the Compliance Certificate 12/31/14 Delivery Date, (vi) in connection with the Proposed Reorganization, Invacare CV may be liquidated and all of its assets (other than its equity interests in Invacare BV) transferred to Invacare BV and Invacare Holdings may be liquidated and all of its assets transferred to Invacare International, and (vii) any Subsidiary that is of the Company permitted to consolidate or merge with the Company or another Subsidiary of the Company pursuant to clauses (i) -(iv) above may, instead of consolidating or merging with the Company or another Subsidiary, transfer all of its assets to the Company or a Subsidiary of the Parent prior to such restructuring remainstype specified in clauses (i)-(iv) above, directly respectively, and subsequently the Subsidiary which transferred its assets may be dissolved or indirectlyliquidated; for example, a Subsidiary Foreign Loan Party not directly owned by a Domestic Loan Party may transfer all of the Parent after its assets to another such restructuring so long as in any restructuring involving the Borrower, the Borrower is the surviving entity; and (vi) any transaction, regardless of whether accomplished by liquidation, contribution, distribution, merger, amalgamation or any other techniqueForeign Loan Party, and including without limitation reincorporations, whereby the only substantive effect is that the Parent or any Foreign Loan Party which transferred all of its Subsidiaries changes its state of incorporation assets may then be dissolved or formation, so long as the Borrower provides prompt written notice to the Administrative Agent of such changeliquidated.

Liquidations, Mergers, Consolidations, Acquisitions. Each of the The Loan Parties shall not, and shall not permit any of its their Subsidiaries (other than Allegheny Trails Corporation) to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person; provided that, except that (iA) any Loan Party (other than Subsidiary of the Borrower) may merge into any other Loan Party, and any Person may merge into a Loan Party in a transaction in which such Loan Party is the surviving entity in connection with a Permitted Acquisition, (ii) any Non-Loan Party Subsidiary Borrower may consolidate or merge into another Non-the Borrower or any other Loan Party or its Subsidiary, provided that the Loan Parties shall (1) notify the Agent at least 10 Business Days prior to any such merger, and (2) take all steps necessary or appropriate or reasonably requested by the Agent to cause the successor to grant Liens in of the assets of the merging entity in favor of the Agent for the benefit of the Lenders; and that (B) after the Loan Reduction Date, the Loan Parties or a Subsidiary thereof may merge with or into purchase, lease or otherwise acquire all of the assets of another Person (each a Loan Party“Transaction”) provided that (i) the aggregate consideration paid or given, so long as whether in any merger cash, stock, or consolidation involving any Loan Partyother property, such and liabilities assumed by the Borrower and its Subsidiaries in all Transactions during each fiscal year of the Borrower (the “Transaction Consideration”) does not exceed $7,500,000; (ii) the Loan Party shall be the surviving or continuing entity, Person if the Transaction is a merger to which the Loan Party is a party; (iii) a the Loan Party Parties and the acquired business shall comply with Section 8.2.10 [Continuation of or a wholly-owned Subsidiary of a Loan Party may make a Permitted AcquisitionChange in Business], (iv) after giving effect to such Transaction there shall not be continuing any Subsidiary Event of the Parent (other than a Loan Party) may liquidate or dissolve if the Borrower or the Parent (as the case may be) determines in good faith that such liquidation or dissolution is in the best interests of the Borrower or the Parent (as the case may be) and is not materially disadvantageous to the LendersDefault under this Agreement; (v) any restructuring, regardless the board of whether accomplished by liquidation, contribution, distribution, merger, amalgamation directors or any other technique, whereby the ownership of Subsidiaries equivalent governing officers of the Parent is changedacquired business shall have consented to such transaction, so long as each (vi) the Borrower shall notify the Agent and the Lenders of such Subsidiary that is a Subsidiary Transaction within five (5) Business Days before the date of such Transaction if the Transaction Consideration exceeds $1,000,000 and such notice shall describe such Transaction, the purpose therefore, the parties thereto, and the amount and type of the Parent Consideration paid and (vii) the Loan Parties and the new Subsidiaries being formed or acquired in connection therewith shall have delivered to the Agent prior to such restructuring remainssale joinders and other documents described in Section 11.18 required to cause the acquired or newly formed Subsidiaries to join the Loan Documents as Guarantors, directly grant Liens in their assets and for their owners to grant Liens in the ownership interests in such Subsidiaries; and (c) after the World Financial Sale, Xxxxx Credit Services Corporation, Xxxxx Factoring Company and JLB Service Bank may be dissolved and wound up and upon the commencement of such dissolution and notification thereof from Borrower to the Agent shall be released from all obligations, if any, as a Loan Party hereunder or indirectlywith respect to any other Loan Document, a Subsidiary as confirmed by the Agent without any action on the part of the Parent after such restructuring so long as in any restructuring involving the Borrowerother Lenders; provided, that if Xxxxx Credit Services Corporation is to be dissolved, the Borrower is shall deliver a certification to the surviving entity; and (vi) any transaction, regardless of whether accomplished by liquidation, contribution, distribution, merger, amalgamation or any other technique, and including without limitation reincorporations, whereby the only substantive effect is Agent that the Parent or any of its Subsidiaries changes its state of incorporation or formation, so long as Loan Parties are and will be in compliance with the Borrower provides prompt written notice covenant with respect to Xxxxx Credit Services Corporation contained in Section 8.2.18 on and after the Administrative Agent date of such changedissolution.

Liquidations, Mergers, Consolidations, Acquisitions. (i) Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, dissolvedissolve (other than a dissolution contemplated by Section 8.2.7(xii)), liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person; provided that, that (i) any Domestic Loan Party other than the Company, any Foreign Loan Party or any other Subsidiary that is not a Loan Party (other than the BorrowerInsurance Subsidiary or the Receivables Subsidiary) may merge into any other Loan Party, and any Person may merge into a Loan Party in a transaction in which such Loan Party is the surviving entity in connection with a Permitted Acquisition, (ii) any Non-Loan Party Subsidiary may consolidate or merge into another Non-Domestic Loan Party Subsidiary which is wholly-owned by one or into a more of the other Domestic Loan Party, Parties so long as in any merger or consolidation involving any Loan Party, such Domestic Loan Party shall be is the surviving survivor, (ii) Excluded Subsidiaries (other than the Insurance Subsidiary and the Receivables Subsidiary) may consolidate or continuing entitymerge into other Excluded Subsidiaries (other than the Insurance Subsidiary and the Receivables Subsidiary), (iii) Foreign Loan Parties not directly owned by a Loan Party or a wholly-owned Subsidiary of a Domestic Loan Party may make a Permitted Acquisitionconsolidate or merge into other such Foreign Loan Parties, (iv) any Subsidiary of the Parent (other than a Loan Partythe Insurance Subsidiary and the Receivables Subsidiary) may liquidate or dissolve if merge into the Borrower or the Parent (as the case may be) determines in good faith that such liquidation or dissolution is in the best interests of the Borrower or the Parent (as the case may be) and is not materially disadvantageous to the Lenders; (v) any restructuring, regardless of whether accomplished by liquidation, contribution, distribution, merger, amalgamation or any other technique, whereby the ownership of Subsidiaries of the Parent is changed, so long as each such Subsidiary that is a Subsidiary of the Parent prior to such restructuring remains, directly or indirectly, a Subsidiary of the Parent after such restructuring so long as in any restructuring involving the Borrower, the Borrower is the surviving entity; and (vi) any transaction, regardless of whether accomplished by liquidation, contribution, distribution, merger, amalgamation or any other technique, and including without limitation reincorporations, whereby the only substantive effect is that the Parent or any of its Subsidiaries changes its state of incorporation or formation, Company so long as the Borrower provides prompt written notice to Company is the Administrative Agent survivor, and (v) the Company and its wholly-owned Subsidiaries may engage in one or more purchases or other acquisitions of all of the Equity Interests in, or all or substantially all of the property of or a division of, any Person that, upon the consummation thereof, will be wholly-owned directly by the Company or one or more of its wholly-owned Subsidiaries (including as a result of a merger or consolidation) provided that each such changepurchase or other acquisition is a Permitted Acquisition and the provisions of Section 8.2.9 [Subsidiaries, Partnerships and Joint Ventures] are complied with.