MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Merge into or consolidate with any other entity; make any substantial change in the nature of Borrower's business as conducted as of the date hereof; acquire all or substantially all of the assets of any other entity; nor sell, lease, transfer or otherwise dispose of all or a substantial or material portion of Borrower's assets except in the ordinary course of its business.
MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Merge into or consolidate with any other entity (unless NAI is the surviving entity and remains in compliance of all provisions of the Operative Documents); or make any substantial change in the nature of NAI's business as conducted as of the date hereof; or sell, lease, transfer or otherwise dispose of all or a substantial or material portion of NAI's assets except in the ordinary course of its business.
MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Wind up, liquidate or dissolve, reorganize, reincorporate, merge or consolidate with or into any other Person, or acquire all or substantially all of the Assets or the business of any other Person, or permit any Subsidiary to do so; provided, however, upon prior written notice to Bank, any Subsidiary may merge into or consolidate with or transfer Assets to any Borrower or any other Subsidiary.
MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Not merge into or consolidate with any other entity; nor make any substantial change in the nature of Borrower's business as conducted as of the date hereof; nor acquire all or substantially all of the assets of any other person or entity; nor sell, lease, transfer or otherwise dispose of all or a substantial or material portion of Borrower's assets except in the ordinary course of its business.
MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Subject to the last sentence of this Section 6.2:
(a) Merge with or into, or consolidate with, any other Person, except (i) in a transaction complying with Section 6.2(b) in which Borrower or the relevant Subsidiary is the surviving Person (or, in the case of a transaction complying with Section 6.2(b) involving the merger or consolidation of a Subsidiary, in which the surviving Person becomes a Guarantor and, no later than five (5) Business Days following the effective date of such merger or consolidation, executes and delivers to Agent a Subsidiary Guaranty, PROVIDED, HOWEVER, that Borrower shall not become a subsidiary of any other Person; or (ii) in a transaction (A) between Borrower and one or more Subsidiaries (provided that Borrower is the surviving Person) or (B) among Subsidiaries (provided that the Subsidiary that is the surviving Person is a Guarantor or, if such Subsidiary will meet the definition of "Guarantor" as a result of such merger, on or before the date of such Transfer has executed and delivered to Agent a Subsidiary Guaranty); or
(b) acquire all or substantially all of the capital stock, or all or any substantial portion of the assets (if such assets represent an ongoing business), of any other Person (other than from Borrower or a Subsidiary), unless:
(i) Borrower's Board of Directors has determined in its reasonable business judgement that such acquisition would lead to efficiencies or synergies with the business of Borrower or any of its Subsidiaries;
(ii) as of the closing of such acquisition, Borrower would be in compliance with each of the financial covenants contained in Section 5.6, in each case, determined as of the end of the most recently concluded fiscal quarter and as if such acquisition had occurred on the last day of such fiscal quarter (provided that compliance with the financial covenants otherwise required to be tested as of the end of each fiscal year shall be determined on the basis of the twelve-month period ended as of the last day of such most recently completed fiscal quarter); and
(iii) if such acquisition involves the payment by Borrower or the acquiring Subsidiary of aggregate consideration (whether in cash, stock or other property or by means of assumption of liabilities) of (y) $20,000,000 or more if such Person is engaged in substantially the same line of business as are Borrower and the Subsidiaries as of the Closing Date or (z) $10,000,000 if such Person is not engaged in substantially the same line of ...
MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Trustor shall not: (a) merge or consolidate with any other entity or permit Borrower to merge or consolidate with any other entity; (b) make any substantial change in the nature of Trustor's business or structure or permit Borrower to make any substantial change in the nature of Borrower's business or structure; (
MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Grantor shall not: (a) merge or consolidate with any other entity; (b) make any substantial change in the nature of Grantor’s business or structure; (c) acquire all or substantially all of the assets of any other entity; or (d) sell, lease, assign, transfer or otherwise dispose of a material part of Grantor’s assets, except in the ordinary course of Grantor’s business or in accordance with the terms of the Note.
MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Merge into, consolidate with or acquire any or all of the equity of any other entity, except as set forth at the end of this Section 5.3; make any substantial change in the nature of Borrower's business as conducted as of the date hereof; acquire all or substantially all of the assets of any other entity; nor sell, lease, transfer or otherwise dispose of all or a substantial or material portion of Borrower's assets except in the ordinary course of its business; provided, however, that Borrower may merge into, consolidate with and/or acquire all or substantially all, of the equity of any other entity, so long as
(i) no such single transaction, or series of related transactions, requires total consideration (inclusive of cash, the incurring of indebtedness and the assumption of liabilities, but exclusive of consideration paid or payable in the form of stock in Borrower--hereafter "Non-Stock Consideration") on the part of Borrower and/or Subsidiaries to exceed $10,000,000.00, (ii) all such transactions in each fiscal year do not require total Non--Stock Consideration on the part of Borrower and/or Subsidiaries to exceed $20,000,000.00; (iii) in the case of a merger or consolidation, Borrower is the surviving entity, (iv) in the case of an acquisition of all or substantially all of the equity of any other entity, such other entity shall promptly execute and deliver to Bank Third Party Security Agreements, a UCC-1 Financing Statement and a Continuing Guaranties in the form executed by Subsidiaries, (v) prior to each such transaction, Borrower shall deliver to Bank a certificate showing the source of funds for such transaction, provided that no more than an aggregate of $10,000,000.00 in proceeds of the Line of Credit shall be used as Non-Stock Consideration during the term of the Line of Credit, and (vi) Borrower is in compliance with the terms and covenants of this Agreement at the time of and following the closing of each such transaction.;
MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Not merge into or consolidate with any other entity; nor make any substantial change in the nature of Borrower's business as conducted as of the date hereof; nor acquire all or substantially all of the assets of any other entity in any transaction involving a purchase price of $5,000,000.00 or more without the prior written approval of Bank, which approval shall no be unreasonably withheld; nor sell, lease, transfer or otherwise dispose of all or a substantial or material portion of Borrower's assets except in the ordinary course of its business.
5. Except as specifically provided herein, all terms and conditions of the Agreement remain in full force and effect, without waiver or modification. All terms defined in the Agreement shall have the same meaning when used herein. This Amendment and the Agreement shall be read together, as one document.
6. Borrower hereby remakes all representations and warranties contained in the Agreement and reaffirms all covenants set forth therein. Borrower further certifies that as of the date of Borrower's acknowledgment set forth below txxxx xxxsts no default or defined event of default under the Agreement or any promissory note or other contract, instrument or document executed in connection therewith, nor any condition, act or event which with the giving of notice or the passage of time or both would constitute such a default or defined event of default. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY BANK AFTER OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY BANK TO BE ENFORCEABLE. Your acknowledgment of this Amendment shall constitute acceptance of the foregoing terms and conditions. Sincerely, WELLS FARGO BANK, NATIONAL ASSOCIATION By: /s/ Julie Wilson --------------------------- Julie Wilson, Vice President Acknowledged xxx xxxxxxxd as of 06-01-01: BARRETT BUSINESS SERVICES, INC. By: /s/ Mxxxxxx D. Mulholland ------------------------- Xxxxxxx D. Mulholland, Vice President-Fxxxxxx REVOLVING LINE OF CREDIT NOTE $13,000,000.00 Portland, Oregon May 31, 2001 FOR VALUE RECEIVED, the undersigned BARRETT BUSINESS SYSTEMS, INC. ("Borrower") xxxxxxes to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bxxx") at its office at 1300 S. W. Fifth Avenue, T-13, Portland, Xxxxxx, or at such other place as the holder hereof may des...
MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Each Borrower will not merge into or consolidate with any other entity; make any substantial change in the nature of its business as conducted as of the date hereof; acquire all or substantially all of the assets of any other entity; nor sell, lease, transfer or otherwise dispose of all or a substantial or material portion of its assets except in the ordinary course of its business.
