Merger; Disposition of Assets. The Borrower will not (i) permit either Broker Subsidiary or Intermediate Parent to (a) merge or consolidate, unless the surviving company is a Controlled Subsidiary, or (b) convey or transfer its properties and assets substantially as an entirety except to one or more Controlled Subsidiaries; or (ii) except as permitted by subsection 7.3(i) sell, transfer or otherwise dispose of any voting stock of Broker Subsidiary or Intermediate Parent, or permit either Broker Subsidiary or Intermediate Parent to issue, sell or otherwise dispose of any of its voting stock, unless, after giving effect to any such transaction, Broker Subsidiary or Intermediate Parent, as the case may be, remains a Controlled Subsidiary.
Merger; Disposition of Assets. Borrower shall not (a) change its capital, shareholder or ownership structure, (b) merge or consolidate with any company, corporation or other entity (c) amend or change its Articles of Incorporation, Code of Regulations or other organizational or governing documents, or (d) sell, transfer or otherwise dispose of all or any substantial part of its assets whether now owned or hereafter acquired.
Merger; Disposition of Assets. The Borrower shall not, and shall not suffer or permit any of its Restricted Subsidiaries to, merge or consolidate with any Person or, directly or indirectly, sell, lease or transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing, except that:
(a) any Restricted Subsidiary of the Borrower may merge with the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with any one or more other Restricted Subsidiaries;
(b) any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any of its assets to the Borrower; and any Restricted Subsidiary other than Xxxx Xxxxx Xxxxxxxx xxx Xxxx Xxxxx Xxxxx Xxxxxxx may sell, lease, transfer or otherwise dispose of its assets to another Restricted Subsidiary;
(c) any Restricted Subsidiary may merge or consolidate with any other entity, provided that, immediately after giving effect to such merger or consolidation (i) the continuing or surviving entity of such merger or consolidation shall constitute a Restricted Subsidiary, (ii) no Event of Default or Material Default shall exist, and (iii) the continuing or surviving entity is not engaged in any business other than a Permitted Business or a Permitted Ancillary Business and, after giving effect on a pro forma basis to such merger or consolidation, the gross revenue contribution of pulp and paper manufacturing activities of the Borrower and its Subsidiaries on a consolidated basis for the 12 months preceding such merger or consolidation does not exceed 33% of the total revenues of the Borrower and its Subsidiaries on a consolidated basis;
(d) the Borrower may merge or consolidate with any other entity, provided that (i) the Borrower shall be the continuing or surviving entity and (ii) immediately after such merger or consolidation, (A) no Event of Default or Material Event of Default shall exist, (B) the Borrower could incur at least $1 of additional Funded Debt pursuant to Section 7.05(i), and (C) the Borrower is not engaged in any business other than a Permitted Business or a Permitted Ancillary Business and, after giving effect on a pro forma basis to such merger or consolidation, the gross revenue contribution of pulp and paper manufacturing activities of the merged or consolidated entity and its Subsidiaries on a consolidated basis for the 12 months preceding such m...
Merger; Disposition of Assets. Merge or consolidate with or into any person or entity or lease, sell, transfer or otherwise dispose of any material assets, whether now owned or hereafter acquired, other than in the normal course of business and consistent with past practices.
Merger; Disposition of Assets. Borrower will not, without the prior written consent of Bank, which consent shall not be unreasonably withheld, (a) change its capital structure, (b) merge or consolidate with any corporation, (c) amend or change its Articles of Incorporation or Code of Regulations or (d) sell, transfer or otherwise dispose of all or any substantial part of its assets, whether now owned or hereafter required.
Merger; Disposition of Assets. Except as set forth on Schedule 5.12, Borrower will not (a) change its capital structure, (b) merge or consolidate with any corporation, (c) amend or change its Articles of Incorporation or Code of Regulations\Bylaws or (d) sell, transfer, lease or otherwise dispose of all or any part of its assets, whether now owned or hereafter acquired, or dispose of its stock in any Subsidiary, whether now owned or hereafter acquired, excepting asset or stock of Subsidiaries of Borrower leased, transferred, or sold in the normal course of Borrower's business the value of which do not exceed in the aggregate an amount equal to five percent (5%) of the total assets of the Borrower at any time that any of the Obligations remain outstanding.
Merger; Disposition of Assets. Borrower shall not without Lender’s prior consent, which consent shall not be unreasonably withheld, (a) change its capital structure, (b) merge or consolidate with any entity, (c) amend or change its articles of incorporation, by-laws, or other governing instruments or (d) sell, lease, transfer or otherwise dispose of, or grant any person an option to acquire, or sell and leaseback, all or any substantial portion of its assets, whether now owned or hereafter acquired, except for bona fide sales of inventory or dispositions of equipment in the ordinary course of business.
Merger; Disposition of Assets. UTI AZ shall not (a) merge or consolidate with any entity unless UTI AZ shall be the continuing or surviving Person, (b) [intentionally deleted], or (c) consummate, or take or permit any action to effectuate, a statutory division under applicable law (including any transfer or allocation of assets effected by any such statutory division) of UTI AZ.
Merger; Disposition of Assets. (a) Change its corporate structure from its current corporate structure; (b) merge or consolidate with any entity; (c) amend or change its articles of incorporation, articles of organization or code of regulations/bylaws or operating agreement in a manner materially adverse to the Lenders or Agent; or (d) sell, lease, transfer or otherwise dispose of, or grant any Person an option to acquire, or sell and leaseback, all or any substantial portion of its assets, whether now owned or hereafter acquired (other than (i) sales of inventory (or other assets) in the ordinary course of business and (ii) disposals of obsolete, worn out or surplus property).
Merger; Disposition of Assets. The Borrower will not, without the prior written consent of the Bank, merge or consolidate with any Person, or sell, lease, transfer or otherwise dispose of any material portion of its assets (whether in one or more transactions), other than (i) sale of inventory in the ordinary course, (ii) the sale of Star to Coherent, Inc. pursuant to the Star Transaction on or before March 31, 1999 and (iii) a sale or transfer of any Intellectual Property of the Borrower so long as (A) such sale or transfer could not have a materially adverse effect on the business, condition or prospects of the Borrower and (B) the Borrower gives the Bank not less than 20 days' prior written notice of each such sale or transfer, in such detail as shall be reasonably acceptable to the Bank. The Bank specifically acknowledges that this letter agreement contemplates and permits the sale of Star to Coherent, Inc. pursuant to the Star Transaction on or before March 31, 1999, with the Bank's security interests in Star's assets to be released under the circumstances described in ss.
