Merger, Consolidation, Acquisition and Sale of Assets. (a) Enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or stock of any Person or permit any other Person to consolidate with or merge with it.
Merger, Consolidation, Acquisition and Sale of Assets. (a) Other than in connection with a Permitted Acquisition or otherwise permitted by the terms of this Agreement, (i) enter into any merger, amalgamation, consolidation or other reorganization with or into any Person, (ii) acquire all or a substantial portion of the assets or Equity Interests of any Person (other than the Closing Date Permitted Stock Repurchase), (iii) consummate an LLC Division or (iv) permit any other Person to consolidate, amalgamate with or merge with it, in each case, except any Loan Party may merge, amalgamate, consolidate or reorganize with another Loan Party or acquire the assets or Equity Interest of another Loan Party so long as such Loan Party provides Agent with ten (10) days’ prior written notice of such merger, amalgamation, consolidation or reorganization and delivers all of the relevant documents evidencing such merger, amalgamation, consolidation or reorganization; provided that in the event of any merger, amalgamation, consolidation or reorganization involving a Borrower and a Guarantor, such Borrower shall be the surviving entity.
(b) Sell, lease, transfer or otherwise dispose (except for the sale, lease, transfer, or other disposition of assets or property by a Borrower, in the Ordinary Course of Business, to another Borrower) of any of its properties or assets (including, in each case, by way of an LLC Division), except: (a) the sale of Inventory in the Ordinary Course of Business, (b) the sale, disposition or transfer of obsolete and worn-out Equipment in the Ordinary Course of Business during any fiscal year (x) the proceeds of any such disposition which are used to acquire replacement Equipment which is subject to Agent’s first priority security interest or (y) the proceeds of which are remitted to Agent to be applied pursuant to, and to the extent required by, Section 2.20, (c) to another Borrower, (d) dispositions of assets acquired by Borrowers and their Subsidiaries pursuant to a Permitted Acquisition consummated within twelve (12) months of the date of the proposed disposition so long as (i) the consideration received for the assets to be so disposed is at least equal to the fair market value of such assets, (ii) the assets to be so disposed are not necessary or economically desirable in connection with the business of Borrowers and their Subsidiaries, and (iii) the assets to be so disposed are readily identifiable as assets acquired pursuant to the subject Permitted Acquisition, (e) any sale, lease, transfer or...
Merger, Consolidation, Acquisition and Sale of Assets. (a) Consummate any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or Equity Interests of any Person or permit any other Person to consolidate with or merge with it; except, that, (i) a Loan Party may merge or consolidate into another Loan Party so long as (A) no Event of Default shall have occurred and be continuing, (B) Administrative Loan Party shall give Agent at least ten (10) Business Days prior notice thereof, (C) if a Borrower is a party to such merger or consolidation a Borrower shall be the surviving entity; provided, that, any assets of the Person so acquired from any Person that was not a Borrower prior thereto shall only be eligible for inclusion into the Borrowing Base to the extent that Agent has completed an appraisal, collateral audit and/or field examination (as the case may be) with respect thereto and the criteria for eligibility set forth herein (or such other or additional criteria as Agent may, at its option, establish with respect thereto in accordance with this Agreement and subject to such Reserves as Agent may establish in connection with the assets of the Person so acquired) are satisfied with respect thereto in a manner acceptable to Agent, (D) no Loan Party shall merge or consolidate with a Loan Party that exists under the laws of a country different than the country in which such Loan Party exists and (E) prior to such merger or consolidation Loan Parties have taken (or caused to be taken) all steps required by Agent with respect thereto (including without limitation all steps required by Agent to maintain Agent’s Lien on the Collateral granted by such Loan Parties, as well as the priority and effectiveness of such Lien); (ii) a Subsidiary of Borrowers that is not a Loan Party may merge or consolidate into another Subsidiary of Borrowers that is not a Loan Party so long as (A) no Event of Default shall have occurred and be continuing, (B) Administrative Loan Party shall give Agent at least ten (10) Business Days prior notice thereof, and (C) prior to such merger or consolidation Loan Parties have taken (or caused to be taken) all steps required by Agent with respect thereto, and (iii) a Loan Party may consummate a Permitted Acquisition.
(b) Acquire all or a substantial portion of the assets or Equity Interests of any Person except for investments permitted by Section 7.4.
(c) Directly or indirectly, sell, assign, lease, transfer, abandon or othe...
Merger, Consolidation, Acquisition and Sale of Assets. (a) Enter into any merger, amalgamation consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or Equity Interests of any Person or consummate an LLC Division or permit any other Person to consolidate with or merge or amalgamate with it, except (i) any Loan Party other than the Debtors or any other Subsidiary that is not a Loan Party (other than the Insurance Subsidiary) may consolidate or merge into another Loan Party which is wholly-owned by one or more of the other Loan Parties so long as such Loan Party is the survivor, (ii) Excluded Subsidiaries (other than the Insurance Subsidiary) may consolidate or merge into other Excluded Subsidiaries (other than the Insurance Subsidiary), (iii) Foreign Excluded Subsidiaries may consolidate or merge into another such Foreign Excluded Subsidiary, (iv) any Subsidiary (other than the Insurance Subsidiary and other than any Foreign Subsidiary) may merge into the Company so long as the Company is the survivor, (v) any Subsidiary 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 type specified in clauses (i)-(iv) above, respectively, and subsequently the Subsidiary which transferred its assets may be dissolved or liquidated; for example, a Foreign Excluded Subsidiary may transfer all of its assets to another such Foreign Excluded Subsidiary, and the Foreign Excluded Subsidiary which transferred all of its assets may then be dissolved or liquidated (vi) MCLP may sell all of the Equity Interests in MI to the Company; and (vii) any Subsidiary may merge, consolidate or amalgamate with any other Person in order to effect an Investment permitted pursuant to Section 7.4; provided that the continuing or surviving Person shall be a Subsidiary, which shall have complied with the requirements of Sections 7.12.
(a) Sell, lease, transfer or otherwise dispose of (including by way of an LLC Division) (x) any of its Revolving Credit Priority Collateral, (y) all or substantially all of the Term Loan Priority Collateral or (z) any portion of the Term Loan Priority Collateral to the extent such disposition has a material impact on the Collateral included in the Formula Amount, except Permitted Dispositions.
Merger, Consolidation, Acquisition and Sale of Assets. (a) Except for the Grant Acquisition, enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or Equity Interests of any Person or permit any other Person to consolidate with or merge with it.
(b) Sell, lease, transfer or otherwise dispose of any of its properties or assets, except (i) dispositions of Inventory and Equipment to the extent expressly permitted by Section 4.3 and (ii) any other sales or dispositions expressly permitted by this Agreement.”
Merger, Consolidation, Acquisition and Sale of Assets. (a) Enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or stock of any Person or permit any other Person to consolidate with or merge with it, except with the express written consent of Agent and (i) among Credit Parties and (ii) as may be permitted under Section 7.4.
(b) Sell, lease, transfer or otherwise dispose of any of its properties or assets, except (i) dispositions of Inventory and Equipment to the extent expressly permitted by Section 4.3 and (ii) any other sales or dispositions expressly permitted by this Agreement.
Merger, Consolidation, Acquisition and Sale of Assets. (a) Enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or Equity Interests of any Person or permit any other Person to consolidate with or merge with it, except that (i) any Borrower may merge with a wholly-owned Subsidiary or another Borrower in a transaction in which a Borrower (or the Parent, if one of the merging parties is a Subsidiary) is the surviving corporation, and (ii) any Borrower may acquire all or a substantial portion of the assets, stock or other ownership interest of any Person if (1) the Person being acquired is engaged in, or the assets being acquired are used in, the same business as is permitted under Section 5.22 or another business reasonably ------------ related thereto, (2) at the time of and after giving effect to such acquisition, no Default or Event of Default would exist, (3) immediately prior to the consummation of such acquisition Borrowers shall have Undrawn Availability of at least $10,000,000 (determined without including the acquired assets in the calculation of the Formula Amount) and after giving effect to such acquisition, Borrowers shall have Undrawn Availability of at least $10,000,000 (determined without including the acquired assets in the calculation of the Formula Amount unless clauses (x), (y) and (z) below have been satisfied), (4) after giving effect to such transaction, Borrowers shall be in compliance, on a pro forma basis, with Section 6.5 (the Fixed Charge Coverage Ratio to be determined as if such acquisition had occurred on the first day of the first fiscal quarter of the immediately preceding four fiscal quarter period tested under such section and the Net Worth covenant to be determined as of the fiscal quarter end preceding the acquisition), (5) Agent has received a copy of the draft purchase agreement (and Agent shall be provided with copies of subsequent drafts containing any and all substantive changes thereafter), (6) the terms of the transaction shall be reasonably satisfactory to Agent, (7) the purchase price of the acquisition(s) does not exceed $10,000,000 in the aggregate in any fiscal year and (8) the amount of liabilities assumed under each acquisition (excluding borrowings to effect the acquisition) is not greater than twice the amount of the cash purchase price of such acquisition. Under no circumstances shall any of the acquired assets be included in the calculation of the Formula Amount unless ...
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(a) Enter into any merger, amalgamation, consolidation or other reorganization with or into any other Person, acquire all or a substantial portion of the assets or Equity Interests of any Person, permit any other Person to consolidate with or merge with it, or consummate an LLC Division, except that (i) a U.S. Loan Party may merge, consolidate or reorganize with another U.S. Loan Party or acquire the assets or Equity Interest of another U.S. Loan Party so long as (A) such U.S. Loan Party shall provide Agent with ten (10) days prior written notice of such merger, consolidation or reorganization, (B) in connection with any merger, consolidation or reorganization to which a Borrower is a party, such Borrower is the surviving entity of such merger, consolidation or reorganization, (ii) a Canadian Loan Party (excluding any Canadian Loan Party that may become a Borrower) may merge, amalgamate, consolidate or reorganize with another Canadian Loan Party or acquire the assets or Equity Interest of another Canadian Loan Party so long as such Canadian Loan Party shall provide Agent with ten (10) days prior written notice of such merger, amalgamation, consolidation or reorganization, and (iii) any Subsidiary that is not a Loan Party may transfer all or substantially all of its assets to a Loan Party and (iv) in the case of any of the foregoing, such Loan Party shall deliver to Agent all of the relevant agreements, documents and instruments evidencing such merger, amalgamation, consolidation or reorganization.
(b) Sell, lease, transfer or otherwise dispose of any of its properties or assets (in each case including by way of an LLC Division), except (i) the sale of Inventory and immaterial assets in the Ordinary Course of Business (including allowing any registrations or any applications for registration of any immaterial Intellectual Property to lapse or go abandoned in the Ordinary Course of Business), (ii) Holdings and Xxxxxx shall wind-up the affairs of and dissolve Xxxxxx Mexico as required by Section 6.16(d), (iii) Holdings shall wind-up the affairs of and dissolve Xxxxxx as required by Section 6.16(d), (iv) Holdings may wind-up the affairs of and dissolve any Inactive Subsidiary so long as Holdings provides Agent with at least ten (10) days prior written notice of such wind-up or dissolution, (v) Dispositions of obsolete, worn out or surplus property in the Ordinary Course of Business and Dispositions of property no longer used or useful in the conduct of t...
Merger, Consolidation, Acquisition and Sale of Assets. (a) Enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or Equity Interests of any Person or permit any other Person to consolidate with or merge with it other than (i) any merger, consolidation or other reorganization by a Borrower into a Borrower, (ii) pursuant to a Permitted Acquisition, (iii) pursuant to a Permitted Joint Venture, or (iv) pursuant to a Permitted Disposition.
(b) Sell, lease, transfer or otherwise dispose of any of its properties or assets, except for Permitted Dispositions and any other sales or dispositions expressly permitted by this Agreement.
Merger, Consolidation, Acquisition and Sale of Assets. (a) Enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or Equity Interests of any Person or permit any other Person to consolidate with or merge with it; provided, however, (i) any Subsidiary of Borrower is permitted to merge or consolidate with or into Borrower or any other Domestic Subsidiary of Borrower, (ii) Borrower or any Domestic Subsidiary of Borrower is permitted to acquire all or a substantial portion of the assets or Equity Interests of any other Subsidiary, (iii) any Foreign Subsidiary of Borrower is permitted to merge or consolidate with or into another Foreign Subsidiary of Borrower, and (iv) any Foreign Subsidiary of Borrower is permitted to acquire all or a substantial portion of the assets or Equity Interests of any other Foreign Subsidiary of Borrower, and (v) any Foreign Subsidiary of Borrower may merge or consolidate with another Person so long as such Foreign Subsidiary is the surviving entity.
(b) Sell, lease, transfer or otherwise dispose of any of its properties or assets, except (i) dispositions of Equipment to the extent expressly permitted by Section 4.3, (ii) any sale or dispositions of such properties or assets of (A) a Domestic Subsidiary of Borrower to Borrower of another Domestic Subsidiary of Borrower, (B) a Foreign Subsidiary of Borrower to Borrower or another Subsidiary of Borrower and (C) a Foreign Subsidiary of Borrower to another Person so long as the proceeds in excess of $250,000 arising from such sale or disposition of properties or assets are used by such Foreign Subsidiary to repay any outstanding loans or advances made by Borrower to such Foreign Subsidiary and/or to fund such Foreign Subsidiary’s operating expenses and (ii) any other sales or dispositions expressly permitted by this Agreement.
