Common use of MERGER, CONSOLIDATION, TRANSFER OF ASSETS Clause in Contracts

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; make any substantial change in the nature of Borrower's ’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 ’s assets except in the ordinary course of its business.

MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Merge into or consolidate with any other entity; make any substantial change in the nature of the Borrower's business ’s operations as conducted as of the date hereofEffective Date; 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 the Borrower's ’s assets except in the ordinary course of its businessbusiness or in connection with the Transactions.

MERGER, CONSOLIDATION, TRANSFER OF ASSETS. (a) Merge into or consolidate with any other entity; (b) make any substantial change in the nature of Borrower's business as conducted as of the date hereof; (c) acquire all or substantially all of the assets of any other entity; nor (d) 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; nor (e) accomplish any of the above by virtue of a division or similar transaction.

MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Merge into or consolidate with any other entityentity (except for mergers in connection with acquisitions expressly permitted under Section 5.6 in which the Borrower is the survivor); make any substantial change in the nature of Borrower's ’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 ’s assets except in the ordinary course of its business.

MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Merge into or consolidate with any other entity; make any substantial change in the nature of Borrower's ’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 ’s assets except in the ordinary course of its business.

MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Merge into or consolidate with any corporation or other entity; make any substantial change in the nature of Borrower's business as conducted as of the date hereofbusiness; acquire all or substantially all of the assets of any corporation or other entity; nor sell, lease, transfer or otherwise dispose of all or a substantial or material portion part of Borrower's its assets except in the ordinary course of its business.

MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Merge into or consolidate with any corporation or other entity; make any substantial change in the conduct or nature of Borrower's business as conducted as of the date hereofbusiness; acquire all or substantially all of the assets of any corporation or other entity; nor sell, lease, transfer or otherwise dispose of all or a substantial or material portion part of Borrower's its assets except in the ordinary course of its business.

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; provided however, that any subsidiary of Borrower may merge into, or transfer its assets to, Borrower or any other subsidiary of Borrower.

MERGER, CONSOLIDATION, TRANSFER OF ASSETS. (a) Merge into or consolidate with any other entityPerson; (b) make any substantial change in the nature of Borrower's ’s business as conducted as of the date hereof; (c) acquire all or substantially all of the assets of any other entityPerson; nor (d) sell, lease, transfer or otherwise dispose of all or a substantial or material portion of Borrower's ’s assets except in the ordinary course of its business.

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; provided, however that acquisitions or investments in other entities up to a maximum of $1,000,000.00 in each calendar year are permitted hereunder.

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 businessbusiness in excess of an aggregate of $1,000,000.00.

MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Merge into or consolidate with any other entity; make any substantial change in the nature of Borrower's ’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 ’s assets except in the ordinary course of its business; provided that, notwithstanding the foregoing, Borrower may sell the 14 Acre Parcel as described in Section 5.12 hereof.

MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Merge into or consolidate with any corporation or other entity; undergo a recapitalization; make any substantial change in the conduct or nature of Borrower's business as conducted as of the date hereofbusiness; acquire all or substantially all of the assets of any corporation or other entity; nor sellsell (including in any sale-leaseback transaction), lease, transfer or otherwise dispose of all or a substantial or material portion part of Borrower's its assets except in the ordinary course of its business.

MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Merge into or consolidate with any other entity; make any substantial change in the nature of Borrower's Borrowers’ business as conducted as of the date hereofEffective Date; 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 businessBorrowers’ assets.

MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Merge into or consolidate with any other entity; make any substantial change in the nature of Borrower's ’s business as conducted as of the date hereof; acquire all or substantially all of the assets of assets’ f any other entity; nor sell, lease, transfer or otherwise dispose of all or a substantial or material portion of Borrower's ’s assets except in the ordinary course of its business.

MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Merge into or consolidate with any other entity; make any substantial change in the nature of Borrowerany Company'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 Borrowerany Company's assets except in the ordinary course of its business.

MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Merge into or consolidate with any other entity; make any substantial change in the nature of such Borrower's business as conducted as of the date hereof; acquire all or substantially all of the assets of any other entityentity with a purchase price or prices in excess of One Million Dollars ($1,000,000) in cash or cash equivalent in any fiscal year; 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; 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 or equity of any other entityentity ; 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 corporation or other entity; make any substantial change in the nature of Borrower's business as conducted as of the date hereofbusiness; acquire all or substantially all of the assets of any corporation or other entity; nor sellentity where such acquisition occurs on a "hostile" basis (that is, lease, transfer or otherwise dispose not approved by the target company's board of all or a substantial or material portion of Borrower's assets except in the ordinary course of its businessdirectors).

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 entityentity for a purchase price in excess of One Million Dollars; nor sell, lease, transfer or otherwise dispose of all or a substantial or material portion of Borrower's assets except in the ordinary course curse of its business.

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, except for acquisitions up to an aggregate amount of $500,000.00 during the term of this agreement; 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; make any substantial change in the nature of Borrower's ’s or any Affiliate’s business as conducted as of the date hereof; acquire all or substantially all of the assets of any other entity; nor or sell, lease, transfer or otherwise dispose of all or a substantial or material portion of Borrower's ’s or any Affiliate’s assets except in the ordinary course of its business.

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 businesses-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; make any substantial change in the nature of any Borrower's ’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 ’s assets except in the ordinary course of its business.

MERGER, CONSOLIDATION, TRANSFER OF ASSETS. (a) Merge into or consolidate with any other entity; (b) make any substantial change in the nature of Borrower's ’s business as conducted as of the date hereof; (c) acquire all or substantially all of the assets of any other entity; nor (d) sell, lease, transfer or otherwise dispose of all or a substantial or material portion of Borrower's ’s assets except in the ordinary course of its business; or (e) accomplish any of the above by virtue of a division or similar transaction.

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; , or acquire all or substantially all of the assets of any other entity, except purchase of any other entity in any transaction involving a purchase price of $20,000,000.00 or less; 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; , make any substantial change in the nature of Borrower's ’s business as conducted as of the date hereof; , acquire all or substantially all of the assets of any other entity; nor entity at any time when an Event of Default or a Pending Default exists or would result from such action, or sell, lease, transfer or otherwise dispose of all or a substantial or material portion of Borrower's ’s assets except in the ordinary course of its business.

MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Merge into or consolidate with any other entityentity (other than wholly-owned subsidiaries); 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 Except as permitted in Section 5.3., merge into or consolidate with any other entity; make any substantial change in the nature of Borrower's business ’s and Subsidiaries’ business, taken as a whole, 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 ’s assets except in the ordinary course of its business.

MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Merge into or consolidate with any other entity, other than pursuant to a Permitted Investment; make any substantial change in the nature of Borrower's ’s business as conducted as of the date hereof; acquire all or substantially all of the assets of any other entity, other than pursuant to a Permitted Investment; nor sell, lease, transfer or otherwise dispose of all or a substantial or material portion of Borrower's ’s assets except in the ordinary course of its business.

MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Merge into or consolidate with any other entity; make any substantial change in the nature of Borrower's ’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 transferor otherwise dispose of all or a substantial or material portion of Borrower's Borrowers assets except in the ordinary course of its business.

MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Merge into into, dissolve, liquidate, reorganize, recapitalize or consolidate with any other entity; make any substantial change in the nature of Borrower's ’s business as conducted as of the date hereof; acquire all or substantially all of the assets of any other entityentity or any business unit thereof; nor sell, lease, transfer or otherwise dispose of all or a substantial or material portion of Borrower's assets of Borrower or any of its subsidiaries except in the ordinary course of its business.

MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Merge into or consolidate with any other entity; make any substantial change in the nature of Borrower's ’s business as conducted as of the date hereofClosing Date; 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 ’s assets except in the ordinary course of its business.

MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Merge into or consolidate with any other entity; make any substantial change in the nature of Borrower's ’s business as conducted as as_a worldwide seller of the date hereofelectronic products and services; 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 ’s assets except in the ordinary course of its business.

MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Merge into or consolidate with any other entity; make any substantial change in the nature of Borrower's ’s or any Guarantor’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 ’s or any Guarantor’s assets except in the ordinary course of its business.

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 hereofdatehereof; 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 entityentity other than pursuant to a Permitted Acquisition; make any substantial change in the nature of Borrower's ’s business as conducted as of the date hereof; acquire all or substantially all of the stock or assets of any other entityentity other than pursuant to a Permitted Acquisition; nor sell, lease, transfer or otherwise dispose of all or a substantial or material portion of Borrower's ’s assets except in the ordinary course of its business.. For purposes of this Agreement:

MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Merge into or consolidate with any other entity; make any substantial change in the nature of Borrower's ’s business as conducted as of the date hereof; acquire all or substantially all of the assets of any an other entityentity where the aggregate value of consideration for such acquisition is greater than $25,000,000; nor sell, lease, transfer or otherwise dispose of all or a substantial or material portion of Borrower's ’s assets except in the ordinary course of its business.

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 entityentity for a purchase price in excess of One Million Dollars; 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; make any substantial change in the nature of Borrower's Borrowers’ business as conducted as of the date hereofEffective Date; 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.Borrowers’ assets. 22

MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Merge into or consolidate with any other entityentity (other than mergers of one Subsidiary into another Subsidiary or of any Subsidiary into and with Borrower, with Borrower as the surviving corporation); 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 or any Subsidiary's assets except in the ordinary course of its business.

MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Merge into or consolidate with any other entity; make any substantial change in the nature of Borrower's or any Subsidiary'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 or any Subsidiary's assets except in the ordinary course of its business.

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 businessbusiness or upon prior written consent of Bank, which will not be unreasonably withheld.

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 hereofClosing Date; 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; make any substantial change in the nature of Borrower's or any Subsidiary'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.of

MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Merge into or consolidate with any other entityentity (OTHER THAN the merger of any Subsidiary into and with Borrower, with Borrower as the surviving corporation); make any substantial change in the nature of Borrower's or any Subsidiary'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 or any Subsidiary's assets except in the ordinary course of its business.

MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Merge into or consolidate with any other entity; make entity other than pursuant to a Permitted Acquisition or any substantial change in the nature Subsidiary of Borrower may merge with and into Borrower's business as conducted as of the date hereof; acquire all or substantially all of the assets of any other entityentity other than pursuant to a Permitted Acquisition; 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; 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 or equity of any other entityentity ; 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; make any substantial change in the nature of Borrower's core utility 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; make any substantial change in the nature of Borrower's or any of the Affiliates’ business as conducted as of the date hereof; acquire all or substantially all of the assets of any other entity; nor or sell, lease, transfer or otherwise dispose of all or a substantial or material portion of Borrower's or any of the Affiliates’ assets except in the ordinary course of its business.

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 entityentity in excess of one million dollars ($1,000,000); 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; make any substantial change in the nature of Borrower's ’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 ’s assets except in the ordinary course of its businessbusiness and except if Borrower is the surviving entity in any merger and no event of default has occurred.

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 or equity of any other entityentity in excess of $10,000,000.00 cash consideration per year; 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 entityentity except for the consolidation into Borrower of acquired entities; 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; make any substantial change in the nature of Borrower's its 9 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 the assets of Borrower or any Subsidiary except in the ordinary course of its business.

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; 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.or

MERGER, CONSOLIDATION, TRANSFER OF ASSETS. Merge into or consolidate with any other entity; make any substantial change in the nature of Borrower's ’s business as conducted as of the date hereof; acquire all or substantially all of the assets of any other entityentity in a single transaction for a consideration in excess of $7,500,000.00; nor sell, lease, transfer or otherwise dispose of all or a substantial or material portion of Borrower's ’s assets except in the ordinary course of its business.