Merger, Consolidation, Sale of Assets, Etc Sample Clauses

Merger, Consolidation, Sale of Assets, Etc. (a) The Company and the Co-Obligors will not, and will not permit any of their Subsidiaries to, consolidate with or merge with any other Person unless immediately after giving effect to any consolidation or merger no Default or Event of Default (including, without limitation, under Section 8.01(l)) would exist and: (i) in the case of a consolidation or merger of the Company, the successor corporation which results from such consolidation or the survivor of such merger (the “surviving corporation”), if not the Company, (A) shall be a solvent corporation organized and existing under the laws of the Kingdom of the Netherlands or the United States of America, (B) shall have executed and delivered to the L/C Issuers, the Administrative Agent and each Lender in writing its assumption of all obligations hereunder and under the other Credit Documents, and the performance and observation of all covenants in this Agreement to be performed or observed by the Company hereunder and under the other Credit Documents, (C) shall furnish to the L/C Issuers, the Administrative Agent and such Lenders a customary opinion of independent counsel reasonably satisfactory to the Lenders, to the effect that the instrument of assumption has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of the surviving corporation enforceable in accordance with its terms and complies with the terms hereof, and (D) each Co-Obligor shall remain a Wholly-Owned Subsidiary of such surviving corporation; (ii) in the case of a consolidation or merger of any Co-Obligor, the successor corporation which results from such consolidation or the survivor of such merger (the “surviving corporation”), if not such Co-Obligor, shall (A) be a solvent corporation organized and existing under the laws of the United States, (B) have executed and delivered to the L/C Issuers, the Administrative Agent and each Lender in writing its assumption of the due and punctual payment of all Credit Obligations, and the due and punctual performance and observation of all covenants in this Agreement, the Credit-Linked Notes and the Term Notes, to be performed or observed by such Co-Obligor hereunder and under the other Credit Documents, and (C) furnish to the L/C Issuers, the Administrative Agent and such Lenders a customary opinion of independent counsel reasonably satisfactory to the Lenders, to the effect that the instrument of assumption has been duly authorized, exe...

Merger, Consolidation, Sale of Assets, Etc. (a) Merge or consolidate with any Person, or permit any of its Subsidiaries to merge or consolidate with any Person. (b) Sell, assign, lease or otherwise transfer or dispose of, or permit any of its Subsidiaries to sell, assign, lease or otherwise transfer or dispose of, whether in one transaction or in a series of related transactions, any of its properties, rights or other assets whether now owned or hereafter acquired to any Person, provided that (i) the Borrower may sell Inventory in the ordinary course of business, (ii) the Borrower may dispose of obsolete or worn-out property in the ordinary course of business, (iii) the Borrower and its Subsidiaries may sell or discount without recourse its accounts receivable only in connection with the compromise thereof or the assignment of past due accounts receivable for collection, (iv) the Borrower may sell Inventory and other assets for fair market value in connection with the closing of the Projected GOB Sale Stores, Jewelry Stores and up to three of its distribution centers provided that (x) the Borrower obtains all approvals of the Bankruptcy Court necessary to conduct such closings, and (y) the going out of business sales conducted in connection with the closing of the Projected GOB Sale Stores are conducted pursuant to the terms set forth in Section 8.12 hereof, and (v) the Borrower may sell or otherwise dispose of assets, other than Inventory and other than sales or dispositions of assets in connection with store closings, for fair market value, provided that the Net Proceeds or the Net GOB Sale Proceeds, as the case may be, of all such sales, transfers or other dispositions permitted by this Section 9.05(b) are paid to the Agent pursuant to the terms of Section 2.04(b)(ii).

Merger, Consolidation, Sale of Assets, Etc. (a) Merge or consolidate with any Person, or permit any of its Subsidiaries to merge or consolidate with any Person; provided, however, that any Subsidiary of the Borrower may be merged into the Borrower or another such Subsidiary, or may consolidate with another such Subsidiary, so long as (i) no other provision of this Agreement would be violated thereby, and (ii) the Borrower gives the Agent at least 30 days' prior written notice of such merger or consolidation.

Merger, Consolidation, Sale of Assets, Etc. The Company shall not, in any transaction or series of related transactions, consolidate with, or merge with or into, any other Person or permit any other Person to merge with or into the Company (other than a merger of a Restricted Subsidiary of the Company into the Company in which the Company is the continuing corporation), or sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of the Property and assets of the Company and its Restricted Subsidiaries taken as a whole to any other Person, unless: (a) either (i) the Company shall be the continuing corporation or (ii) the corporation (if other than the Company) formed by such consolidation or into which the Company is merged, or the Person which acquires, by sale, assignment, conveyance, transfer, lease or disposition, all or substantially all of the Property and assets of the Company and its Restricted Subsidiaries taken as a whole (any such corporation or Person being the "Surviving Entity") shall be a corporation organized and validly existing under the laws of Canada or any province or political subdivision thereof or the United States of America, any political subdivision thereof, any state thereof or the District of Columbia, or the United Kingdom or Bermuda and shall expressly assume, by an indenture supplemental hereto and other appropriate Collateral Documents in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest and Additional Amounts, if any, and Special Interest, if any, on all the Notes and the performance of every covenant and obligation in this Indenture and the Collateral Documents on the part of the Company to be performed or observed; (b) immediately after giving effect to such transaction or series of related transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of related transactions), no Default or Event of Default shall have occurred and be continuing or would result therefrom; (c) immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), the Company (or the Surviving Entity, if the Company is not continuing) shall have a Consolidated Net...

Merger, Consolidation, Sale of Assets, Etc. (a) Merge or consolidate with any Person, or permit any of its Subsidiaries or any Subsidiary of Parent to merge or consolidate with any Person (except that any Subsidiary of the Borrower may be merged with or into Borrower or any wholly-owned Subsidiary of Borrower, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any wholly-owned Subsidiary of Borrower); and

Merger, Consolidation, Sale of Assets, Etc. The Company shall not, and shall not permit its subsidiaries (if any), to, together or alone, enter into any transaction of merger, consolidation or reorganization, or dissolve, wind up or liquidate, or convey, sell, lease, exchange, transfer or otherwise dispose of in a transaction or related series of transactions any of its respective property, business or assets having in the aggregate a fair market value of more than fifty percent (50%) of the book value of the Company's assets on a consolidated basis or permit any subsidiary of the Company whose property, business or assets satisfy the foregoing test to enter into any transaction of merger, consolidation or reorganization; provided, however, that notwithstanding the foregoing, (i) any subsidiary of the Company may be merged or consolidated with or into the Company or with or into any one or more wholly owned subsidiaries of the Company and (ii)( any subsidiary of the Company may sell, lease, exchange, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company or a wholly owned subsidiary of the Company. The provisions of this Section 6(c) are in addition to and are not limited by any of the terms of any other covenant contained herein.

Merger, Consolidation, Sale of Assets, Etc. Permit the Borrower or any Subsidiary to (a) merge or consolidate with any Person; or (b) sell, assign, lease or otherwise transfer or dispose of (whether in one transaction or in a series of related transactions) any substantial portion of its properties, rights or other assets (whether now owned or hereafter acquired) to any Person.

Merger, Consolidation, Sale of Assets, Etc. (i) Merge or consolidate with any Person, or permit any of their Subsidiaries, other than the Excluded Subsidiaries, to merge or consolidate with any Person (each a "Merger"), unless (A) no Change of Control will result from such Merger, (B) no Event of Default exists immediately prior to such Merger or will result therefrom, (C) in any Merger involving a Borrower, such Borrower shall be the surviving Person and the surviving Person shall expressly assume all Obligations of the Borrowers under this Agreement and the other Loan Documents pursuant to such agreements and other documents, each in form and substance reasonably satisfactory to the Agent, as the Agent may reasonably require, (D) the WC Collateral Agent's security interest in all of the IDB Revolving Facility First Lien Collateral (as defined in the Intercreditor Agreement) shall remain a perfected, first priority security interest, securing the Obligations, free and clear of all other Liens (other than Permitted Liens), and the Companies shall have taken all actions necessary or reasonably requested by the WC Collateral Agent to maintain or protect the WC Collateral Agent's security interest, and (E) in the event that the aggregate net book value of the assets of such Person and its Consolidated Subsidiaries subject to and after giving effect to such Merger (whether in one transaction or a series of related transactional) exceeds $25,000,000, the Borrowers deliver to the Agent a certificate of a Responsible Officer of the Administrative Borrower, certifying that (I) immediately before and after giving effect to any such Merger, no Event of Default has occurred or is continuing or will result from any such Merger, (II) as of the last Fiscal Quarter for which financial statements were delivered pursuant to Section 7.01(a)(i), on a pro forma basis after giving effect to any such Merger as if it had occurred at the beginning of the most recent fiscal period of four Fiscal Quarters for which such financial statements were delivered, Alon USA and its Consolidated Subsidiaries would be in compliance with the covenants contained in Section 7.02(i) hereof, (III) no Change of Control shall occur as a result of and after giving effect to such Merger and (IV) as of the date of the last Borrowing Base Certificate delivered to the Agent pursuant to Section 7.01(a)(ix), on a pro forma basis after giving effect to such Merger as if it had occurred as of the date of such Borrowing Base Certificate, the sum of (x)...

Merger, Consolidation, Sale of Assets, Etc. (a) Merge or consolidate with any Person, or permit any of their respective Subsidiaries to merge or consolidate with any Person; provided, however, that any Borrower may merge with any other Borrower, and Guarantors may merge with any Borrower or any Subsidiary so long as there is no material impact on any Borrower or on the Collateral (as reasonably determined by the Agent upon advance notice thereof); or

Merger, Consolidation, Sale of Assets, Etc. (i) Merge or consolidate with any Person, or permit any of its Subsidiaries to merge or consolidate with any Person; provided, however, -------- ------- that any Subsidiary of the Borrower may be merged with or into the Borrower (so long as the Borrower shall be the continuing or surviving corporation) or with or into any wholly owned Subsidiary of the Borrower (so long as the wholly owned Subsidiary shall be the continuing or surviving corporation), provided further -------- ------- that (A) no other provision of this Agreement would be violated thereby, (B) the Borrower gives the Lender at least 20 days' prior written notice of such merger or consolidation, and (C) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction. (ii) Sell, assign, lease or otherwise transfer or dispose of, or permit any of its Subsidiaries to sell, assign, lease or otherwise transfer or dispose of, whether in one transaction or in a series of related transactions, any of its Property, rights or other assets whether now owned or hereafter acquired by any Person, provided that, subject in each case -------- to Section