MERGER, CONSOLIDATION, SALE OR LEASE. SECTION 10.1. Documents required to be filed with the Trustee upon consolidation, merger, sale, transfer or lease - execution of supplemental indentures - acts of successor corporation. Nothing in this Indenture or in the Debt Securities shall prevent any consolidation or merger of the Company or the Guarantors with or into any other corporation, partnership or limited liability company, or any consolidation or merger of any other corporation, partnership or limited liability company with or into the Company or any Guarantor, or any sale, transfer or lease of all or substantially all of the property and assets of the Company or any Guarantor to any other corporation, partnership or limited liability company lawfully entitled to acquire the same; provided, however, and the Company and the Guarantors hereby covenant and agree, that any consolidation or merger of the Company or the Guarantors with or into any other corporation, partnership or limited liability company or the sale, transfer or lease of all or substantially all of the property and assets of the Company and its subsidiaries on a consolidated basis shall be upon the condition that (a) the due and punctual payment of the principal of, premium, if any, and interest on all the Debt Securities according to their tenor, and the due and punctual performance and observance of all the terms, covenants and conditions of this Indenture to be kept or performed by the Company and the Guarantors shall, by an indenture supplemental hereto complying with the provisions of Section 12.1, executed and delivered to the Trustee, be expressly assumed by the corporation, partnership or limited liability company (other than the Company or the Guarantors) formed by or resulting from any such consolidation or merger, or which shall have received the transfer or lease of all or substantially all of the property and assets of the Company and its subsidiaries on a consolidated basis, just as fully and effectually as if such successor corporation, partnership or limited liability company had been an original party hereto; and (b) the Company, the Guarantor or such successor corporation, partnership or limited liability company, as the case may be, shall not, immediately after such consolidation, merger, sale, transfer or lease be in default in the performance of any such covenant or condition. Thereafter, unless otherwise specified pursuant to Section 2.2 for the Debt Securities of any series, all obligations of the predeces...
MERGER, CONSOLIDATION, SALE OR LEASE. Not consolidate with or merge into any Person, or permit any Person to merge into it, or sell, transfer or otherwise dispose of all or substantially all of its properties and assets, unless:
(a) the Company shall be the surviving corporation; and
(b) immediately after giving effect to such transaction, no Event of Default or Unmatured Event of Default shall have occurred and be continuing.
MERGER, CONSOLIDATION, SALE OR LEASE. SECTION 10.1 Documents required to be filed with the Trustee upon consolidation, merger, sale, transfer or lease -- execution of supplemental indentures -- acts of successor corporation.................................................. 40 SECTION 10.2 Trustee may rely upon Opinion of Counsel..................... 41
MERGER, CONSOLIDATION, SALE OR LEASE. Consolidation, Merger, Sale, Transfer or Lease........... 38 SECTION 10.2 Trustee May Rely upon Opinion of Counsel................. 39
MERGER, CONSOLIDATION, SALE OR LEASE. A. The Company will not consolidate with or merge into any Person, or permit any Person to merge into it, or sell, transfer or otherwise dispose of all or substantially all of their properties and assets, unless:
(1) the successor formed by or resulting from such consolidation or merger (if other than the Company) or the transferee to which such sale, transfer or other disposition shall be made shall be a solvent corporation duly organized and existing under the laws of the United States of America or any State thereof;
(2) the due and punctual performance and observance of all the obligations, terms, covenants, agreements and conditions of this Agreement, the Collateral Documents and the Notes to be performed or observed by the Company shall, by
(3) at the time of such transaction and assumption, and immediately after giving effect thereto, no Event of Default or event which, with notice or lapse of time or both, would constitute an Event of Default shall have occurred and be continuing.
B. Except as permitted in Section 8.6A above, the Company will not, and will not permit any Subsidiary to, sell, assign, transfer or otherwise dispose of (other than in the ordinary course of business) any of its properties and assets to any Person provided, however, the Company may, and may permit its Subsidiaries to, sell, assign, transfer or otherwise dispose of no more than ten percent (10%) of its Consolidated Assets in any one fiscal year if at the time of such transaction or transactions, and immediately after giving effect thereto, no Event of Default or event which, with notice or lapse of time or both, would constitute an Event of Default shall have occurred and be continuing, and provided further that no security for the loan shall be part of such assets sold, assigned, transferred or disposed. In addition, and notwithstanding anything to the contrary in any security agreement or other instrument securing real property, the Company and its Subsidiaries collectively may sell or otherwise dispose of, free from such liens, furniture, furnishings, equipment, tools, appliances, machinery, fixtures, or appurtenances subject to such liens, which may become worn out, undesirable, obsolete, disused or unnecessary for use in the operation of the Facility not exceeding in value at the time of disposition thereof One Hundred Thousand Dollars ($100,000.00) for any single transaction, or a total of Two Hundred Thousand Dollars ($200,000) in any one fiscal year, upon replacin...
MERGER, CONSOLIDATION, SALE OR LEASE. (a) Neither Borrower nor any of Guarantor will consolidate with or merge into any Person, or permit any Person to merge into it, or sell, transfer or otherwise dispose of all or substantially all of its properties and assets, unless:
(1) the successor formed by or resulting from such consolidation or merger or the transferee to which such sale, transfer or other disposition shall be made shall be a solvent entity duly organized and existing under the laws of the United States of America or any State thereof, and duly authorized to transact business in the State of Florida;
(2) the due and punctual performance and observance of all the obligations, terms, covenants, agreements and conditions of this Agreement, the Collateral Documents and the Notes to be performed or observed by Borrower or any Guarantor, as applicable, shall, by written instrument furnished to the holder of the Notes, be expressly assumed by such successor or transferee; and
(3) at the time of such transaction and assumption, and immediately after giving effect thereto, no Event of Default or event which, with notice or lapse of time or both, would constitute an Event of Default, shall have occurred and be continuing.
(b) Notwithstanding anything to the contrary in this Section 8.6, the direct or indirect ownership of Borrower or Guarantor shall not be changed in any manner, and no portion thereof or interest therein shall be directly or indirectly assigned, pledged or transferred in any manner, in each case which affects or may affect such ownership by more than twenty-five percent (25%) of any individual entity, whether voluntarily or by operation of law, without in each case the prior written reasonable consent of Servicer. The restriction set forth in this Section 8.6(b) shall not be deemed to prohibit assignments, pledges or transfers of ownership interests in publicly-traded entities.
(c) Borrower shall not sell, convey, assign, lease, mortgage, encumber, pledge or otherwise transfer the Security, or any portion thereof or any interest therein, in whole or in part, to any other party, whether voluntarily or by operation of law or otherwise (except as otherwise expressly permitted by this Agreement); provided that this Section 8.6(c) shall not prohibit (i) the purchase and sale of inventory in the ordinary course of business by Borrower or any Subsidiary, (ii) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of business by Borrower or...
MERGER, CONSOLIDATION, SALE OR LEASE. A. The Company will not consolidate with or merge into any Person, or permit any Person to merge into it, or sell, transfer or otherwise dispose of all or substantially all of its properties and assets, unless:
(1) the successor formed by or resulting from such consolidation or merger (if other than the Company) or the transferee to which such sale, transfer or other disposition shall be made shall be a solvent corporation duly organized and existing under the laws of the United States of America or any State thereof and authorized to do business in the States of Georgia and Alabama;
(2) the due and punctual performance and observance of all the obligations, terms, covenants, agreements and conditions of this Agreement, the Collateral Documents and the Note to be performed or observed by the Company shall, by written instrument furnished to the holder of the Note, be expressly assumed by such successor (if other than the Company) or transferee; and
(3) at the time of such transaction and assumption, and immediately after giving effect thereto, no Event of Default or event which, with notice or lapse of time or both, would constitute an Event of Default shall have occurred and be continuing, provided, however, that the mere making of such merger or consolidation otherwise in compliance with this Agreement shall not be deemed nor constitute any such event or Event of Default.
B. Except as permitted in Section 8.5.A above, the Company will not, and will not permit any Subsidiary to, sell, assign, transfer or otherwise dispose of (other than in the ordinary course of business) any of its properties and assets to any Person.
MERGER, CONSOLIDATION, SALE OR LEASE. None of the Borrowers nor any of their Subsidiaries will consolidate with or merge into any Person, or permit any Person to merge into it, or sell, transfer or otherwise dispose of all or substantially all of its properties and assets without the prior written consent of MetLife.
MERGER, CONSOLIDATION, SALE OR LEASE. The Company covenants that it will not, and will not permit any of its Subsidiaries to, (i) directly or indirectly, sell, assign, lease, transfer or otherwise dispose of more than twenty percent (20%) of the assets of the Company and its Subsidiaries on a consolidated basis (including without limitation shares of stock of Subsidiaries and any warrants, rights or options to acquire such shares of stock; it being understood that in the case of dispositions of any such equity securities of a Subsidiary (even if less than 100% of such securities held by the Company), compliance with the foregoing twenty percent (20%) limitation will be calculated based on the value of 100% of the assets of such Subsidiary on an unconsolidated basis determined in accordance with GAAP and on the assumption that 100% of such Subsidiary's securities have been disposed of regardless of the percentage of such Subsidiaries' securities actually disposed of) during any twelve (12) month period; or (ii) consolidate with or merge into any Person or permit any Person to merge into it, unless the Company survives the consummation of any such transaction; and in the case of a transaction contemplated by clause (i) or (ii) of this paragraph 6I, at the time of such transaction, and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing.
MERGER, CONSOLIDATION, SALE OR LEASE. (a) Borrower will not consolidate with or merge into any Person, or permit any Person to merge into it, or sell, transfer or otherwise dispose of all or substantially all of its properties and assets, except as permitted in connection with a Transfer approved or permitted under Section 7.7 herein.
(b) Except as permitted in Section 7.5(a) above or 7.7 below, Borrower will not Transfer (other than in the ordinary course of business) any of its properties and assets to any Person.
(c) In the event Borrower takes any action in Section 7.5(b) above without Lender’s prior written consent, the Note, at Lender’s sole option, will become immediately due and payable, together with any prepayment premium due under the terms of the Note.
