Merger; Consolidation; Sale or Lease of Assets. Without the prior written consent of the Agent, neither the Borrower nor any of its Subsidiaries shall liquidate, merge or consolidate into or with any other person or entity, or sell, lease or otherwise dispose of any assets or properties, other than
Merger; Consolidation; Sale or Lease of Assets. Neither the Company ---------------------------------------------- nor any of its Subsidiaries shall sell, lease or otherwise dispose of assets or properties (valued at the lower of cost or market), other than sales of inventory in the ordinary course of business, in the aggregate in excess of $500,000 in any fiscal year; or liquidate, merge or consolidate into or with any other person or entity, provided that any Subsidiary of the Company may merge or -------- consolidate into or with (i) the Company if no Default has occurred and is continuing or would result from such merger and if the Company is the surviving company, or (ii) any other wholly-owned Subsidiary of the Company.
Merger; Consolidation; Sale or Lease of Assets. Neither ---------------------------------------------- Borrower nor any of its Subsidiaries shall sell, lease or otherwise dispose of properties or assets (valued at the lower of cost or market), other than sales of Inventory in the ordinary course of business or Equipment as permitted under Section 10.3.5. hereof; or liquidate, merge or consolidate into or with any other Person; provided, however, that any Subsidiary of Borrower may merge or -------- ------- consolidate into or with (i) Borrower if no Default or Event of Default has occurred and is continuing or would result from such merger and if Borrower is the surviving company, or (ii) any other wholly-owned Subsidiary of Borrower.
Merger; Consolidation; Sale or Lease of Assets. Neither the Borrower nor any of its Subsidiaries shall, without the prior written consent of the Bank, sell, lease or otherwise dispose of assets or properties, other than sales or leases of inventory in the ordinary course of business; or liquidate, merge or consolidate into or with any other Person or entity, PROVIDED that any Subsidiary of a Credit Party may merge or consolidate into or with (i) the Borrower if no Default or Event of Default has occurred and is continuing or would result from such merger and if the Borrower is the surviving company or (ii) any other wholly-owned Subsidiary of the Borrower. Notwithstanding the foregoing provisions of this section, the Borrower or any Subsidiary may acquire (whether by way of purchase of assets or stock, by merger or consolidation or otherwise) all or substantially all of the assets located in or capital stock of any Person engaged primarily in the same line of business as the Borrower or any Subsidiaries; PROVIDED that (a) no Default shall exist at the time of such acquisition or shall be caused thereby in the foreseeable future and (b) after giving effect to such acquisition the Borrower shall be in compliance with all the provisions of Sections 5.9 through 5.11 and the Borrower shall have delivered to the Bank a Compliance Certificate demonstrating such compliance on a pro forma basis. Notwithstanding any provision of this Agreement to the contrary, the Credit Parties may license and exploit any rights to their intellectual property, including, without limitation, all patents, patent applications, trademarks, service marks, and tradenames, in arms-length transactions for fair market value, without the consent of the Bank.
Merger; Consolidation; Sale or Lease of Assets. Neither the Company nor any of its Subsidiaries shall, without the prior written consent of the Bank, sell, lease or otherwise dispose of assets or properties, other than sales or leases of inventory in the ordinary course of business; or liquidate, merge or consolidate into or with any other Person or entity, PROVIDED that any Subsidiary of the Company may merge or consolidate into or with (i) the Company if no Default or Event of Default has occurred and is continuing or would result from such merger and if the Company is the surviving company or (ii) any other wholly-owned Subsidiary of the Company.
Merger; Consolidation; Sale or Lease of Assets. Neither the Company nor any of its Subsidiaries shall, without the prior written consent of the Bank, sell, lease or otherwise dispose of assets or properties, other than sales or leases of inventory in the ordinary course of business; or liquidate, merge or consolidate into or with or acquire any other Person or entity, provided that any Subsidiary of the Company may merge or consolidate into or with (i) the Company if no Default or Event of Default has occurred and is continuing or would result from such merger and if the Company is the surviving company or (ii) any other wholly-owned Subsidiary of the Company; provided further, that the Company may acquire all or substantially all of the assets or the capital stock of, or other equity interests in Biosearch Italia, or Biosearch Italia may be merged with or into the Company (the "BI Acquisition"), subject to satisfaction of the following conditions:
Merger; Consolidation; Sale or Lease of Assets. Neither the Borrower ---------------------------------------------- nor any of its Subsidiaries shall liquidate, merge or consolidate into or with any other Person or entity, or sell, lease or otherwise dispose of any assets or properties, other than sales and leases of Inventory and Systems and the disposition of scrap, waste and obsolete or unusable items and Qualified Investments, in each case in the ordinary course of business. Notwithstanding the foregoing, the Borrower shall be permitted to (a) as long as no Event of Default has occurred and is continuing or would arise therefrom, transfer title to Inventory, equipment and rights to use technology, Customer Contracts and other property, rights and interests related to Systems to Permitted Systems Financiers pursuant to and in accordance with Permitted Systems Financing Facilities, or (b) cause any of its Subsidiaries to merge with and into the Borrower or any of its other Subsidiaries. The Borrower shall not enter into any agreement with any Person other than the Lender pursuant to which the Borrower agrees not to sell, lease or otherwise dispose of its assets or properties.
Merger; Consolidation; Sale or Lease of Assets. None of the Credit Parties nor any of their Subsidiaries shall (a) sell, lease or otherwise dispose of assets or properties, other than sales or leases of inventory in the ordinary course of business; or (b) liquidate, merge or consolidate into or with any other person or entity, provided that (i) any Borrower or any Subsidiary of any Borrower may merge or consolidate into or with any other Borrower if no Event of Default has occurred and is continuing or would result from such merger and if a Borrower is the surviving company, and (ii) the Credit Parties may consummate Acquisitions to the extent permitted under subsection 6.8(b) of this Agreement.
Merger; Consolidation; Sale or Lease of Assets. Neither the Company nor any of its Subsidiaries shall sell, lease or otherwise dispose of assets or properties, other than sales or leases of inventory in the ordinary course of business; or liquidate, merge or consolidate into or with any other person or entity, provided that any Subsidiary of the Company may merge or consolidate into or with the Company if no Default or Event of Default has occurred and is continuing or would result from such merger and if the Company is the surviving company.
Merger; Consolidation; Sale or Lease of Assets. The Borrower shall not, in a single transaction or a series of transactions, sell or otherwise dispose of all or any substantial part of its shares of the capital stock of any of Borrower's Material Subsidiaries; neither the Borrower nor any of its Material Subsidiaries shall sell, lease or otherwise dispose of all or any portion of any other assets, , in a single transaction or a series of transactions, in excess of $5,000,000.00, provided that with respect to a Material Subsidiary such a sale will be permitted if it is in the ordinary course of business and does not represent more than 10% of such Material Subsidiary's assets; and neither the Borrower nor any of its Material Subsidiaries shall liquidate, merge or consolidate with any other person or entity; provided that the Borrower may merge or consolidate into or with another person or entity if no Default has occurred and is continuing or would result from such merger or consolidation and if the Borrower is the surviving company; and provided, further, that any Subsidiary of the Borrower may merge or consolidate into or with (i) the Borrower if the Borrower is the surviving company, or (ii) any other Subsidiary of the Borrower; or (iii) any other person if the Subsidiary is the surviving company in, and remains a Controlled Subsidiary following, such merger or consolidation; and provided further, that any Subsidiary that is not a Material Subsidiary may be liquidated, merged or consolidated into or with another person or entity if the assets of such Subsidiary do not represent more than 10% of the consolidated total assets of the Borrower.
