Merger or Consolidation; Asset Sales. (a) The Borrower shall not, nor shall it permit any of its Subsidiaries, to merge or consolidate with or into any other Person other than the merger of a Loan Party with and into the Borrower, provided that the Borrower shall be the continuing or surviving Person, or another Loan Party. The Borrower shall not permit the Joint Venture to merge or consolidate with or into any other Person.
(b) The Borrower shall not, nor shall it permit any of its Subsidiaries or the Joint Venture to enter into or effect a Disposition of any of its Property or to effect a Hedge Termination other than:
(i) the sale of Hydrocarbons in the ordinary course of business;
(ii) the Disposition of equipment that is (A) obsolete, worn out, depleted or uneconomic and disposed of in the ordinary course of business, (B) no longer necessary for the business of such Person, or (C) contemporaneously replaced by equipment of at least comparable use;
(iii) Farmouts of undeveloped acreage and assignments in connection with such Farmouts,
(iv) Dispositions of Oil and Gas Properties or any interest therein or Subsidiaries owning Oil and Gas Properties provided that (A) the consideration received in respect of such Disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, or any interest therein or Subsidiary subject of such Disposition (as reasonably determined by the governing body of the Borrower (or the general partner of the Borrower) and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect), (B) if such Disposition triggers a mandatory prepayment requirement, then the Borrower shall make any mandatory prepayments required by Section 2.05(b)(i), and (C) if any such Disposition is of a Subsidiary owning Oil and Gas Properties, such Disposition shall include all the Equity Interests of such Subsidiary (or such Subsidiary shall be dissolved substantially simultaneously with such Disposition);
(v) Hedge Terminations, provided that (A) the Borrower shall give Administrative Agent 5 days’ prior written notice of any such Hedge Termination (other than a “Termination Event” or “Event of Default” under a Hedge Contract as to which the Borrower cannot give advance notice, in which case the Borrower shall give prompt written notice of such Hedge Termination), and (B) if such Hedge Termination triggers a mandatory prepayment requirement, then the Borrower shall make an...
Merger or Consolidation; Asset Sales. The Borrower shall not, nor shall it permit any of its Subsidiaries to:
(a) merge or consolidate with or into any other Person; provided that (i) the Borrower or any Subsidiary may merge or may be consolidated into the Borrower or any Guarantor if the Borrower or such Guarantor is the surviving entity; and (ii) the Borrower may merge or consolidate into a third party only with the consent of all Lenders; or
(b) sell, lease, transfer, assign, farm-out, convey, or otherwise dispose of any of its Property (including, without limitation, any working interest, overriding royalty interest, production payments, net profits interest, royalty interest, or mineral fee interest) other than:
(i) the sale of Hydrocarbons or liquidation of Liquid Investments in the ordinary course of business,
(ii) the sale or transfer of equipment that is (A) obsolete, worn out, depleted or uneconomic and disposed of in the ordinary course of business, (B) no longer necessary for the business of such Person or (C) contemporaneously replaced by equipment of at least comparable value and use,
(iii) the sale, lease, transfer, assignment, farm-out, conveyance, or other disposition of Property between or among a Guarantor and the Borrower or between or among Guarantors;
(iv) the sale, lease, transfer, assignment, farm-out, conveyance, or other disposition of Property which is not Oil and Gas Properties attributable to Proven Reserves and which is not Collateral or which is not otherwise required pursuant to the terms of this Agreement to be Collateral; provided that, this clause (iv) shall not restrict (A) farm-outs, and assignments in connection with such farm-outs, of undeveloped Oil and Gas Properties which do not constitute or contribute to Proven Reserves and (B) sales, leases, transfers, assignments, conveyances, or other dispositions (other than farm-outs) of undeveloped Oil and Gas Properties which do not constitute or contribute to Proven Reserves so long as the aggregate fair market value of the Oil and Gas Properties subject to such disposition permitted under this clause (B) shall not exceed $2,000,000 in any fiscal year or $5,000,000 in the aggregate; and
(v) the sale, lease, transfer, assignment, farm-out, conveyance, or other disposition of Oil and Gas Properties which are attributable to Proven Reserves; provided that, (A) at least 75% of the consideration received in respect of such disposition shall be cash or cash equivalents, (B) the consideration received in respect of ...
Merger or Consolidation; Asset Sales. The Borrower shall not, and shall not permit any of its Subsidiaries to:
(a) dissolve; provided that (i) any Loan Party (other than the Borrower) may dissolve as long as assets thereof are transferred to or become the Property of another Guarantor or Borrower; (ii) any Subsidiary that is not a Guarantor may dissolve as long as the assets thereof are transferred to or become the Property of a Guarantor or the Borrower or another Subsidiary that is not a Guarantor; and (iii) any CVRR Party, other than CVR Refining, LP, may dissolve in a transaction permitted by the CVRR Credit Agreement;
(b) merge or consolidate with or into any other Person; provided that (i) the Borrower may merge or may be consolidated into any Guarantor if the Borrower is the surviving entity, (ii) any Loan Party (other than the Borrower) may merge or may be consolidated into any other Guarantor, (iii) any Subsidiary that is not a Guarantor may merge or may be consolidated into any Guarantor or the Borrower or another Subsidiary that is not a Guarantor; (iv) any Subsidiary may merge or may be consolidated with any other Person as part of a Disposition permitted by Section 6.04(c); (v) any CVRR Party may engage in any such merger or consolidation which is permitted by the CVRR Credit Agreement; and (vi) any Loan Party or Subsidiary may enter into mergers or consolidations as part of an Acquisition permitted by Section 6.07; or
(c) Dispose of any of its Property (including, without limitation, any working interest, overriding royalty interest, production payments, net profits interest, royalty interest, or mineral fee interest), other than:
(i) the sale of inventory, the use of cash, and the liquidation of Liquid Investments, in each case, in the ordinary course of business;
(ii) the Disposition of equipment that is (A) obsolete or worn out and Disposed of in the ordinary course of business, (B) no longer necessary for the business of such Person or (C) contemporaneously replaced by equipment of at least comparable value and use;
(iii) the Disposition of Property (other than Collateral) between or among Loan Parties or between or among Subsidiaries that are not Loan Parties;
(iv) the Disposition of Property from any Subsidiary that is not a Loan Party to any Loan Party;
(v) Casualty Events and Dispositions constituting Liens permitted under Section 6.01, Restricted Payments permitted under Section 6.05 and Investments permitted under Section 6.06;
(vi) licenses of intellectual property, no...
Merger or Consolidation; Asset Sales. The Borrower shall not, and shall not permit any of its Subsidiaries to:
(a) merge or consolidate with or into any other Person, except that the Borrower may merge with any of its wholly-owned Subsidiaries and any of the Borrower's wholly-owned Subsidiaries may merge with another of the Borrower's wholly-owned Subsidiaries, provided that immediately after giving effect to any such proposed transaction no Default would exist and, in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation; or
(b) sell, lease, transfer, or otherwise dispose of any of its Property outside of the ordinary course of business, except (i) sales of assets outside the ordinary course of business in an aggregate amount for any fiscal year not to exceed $1,000,000.00 and (ii) sales of assets outside the ordinary course of business which the Borrower has provided the Agent and the Banks with 10 days' advance notice of, provided that such proposed sales will not in the judgment of the Majority Banks cause the aggregate outstanding amount of the Revolving Advances plus the sum of the Letter of Credit Exposure and the Existing Letter of Credit Exposure to exceed the Borrowing Base, after removing such assets from the Borrowing Base by subtracting from the Borrowing Base the value of the assets proposed to be sold as determined from the most recent information compiled by the Agent and the Banks in connection with the most recent redetermination of the Borrowing Base, and the Borrower agrees that immediately following any such sale the Majority Banks will redetermine the Borrowing Base by so subtracting the value of such assets sold from the Borrowing Base.
Merger or Consolidation; Asset Sales. The Borrower will not, and will not permit any of its Subsidiaries to, (a) merge or consolidate with or into any other Person, unless (i) the Borrower (in the case of any transaction involving the Borrower) or such Subsidiary (unless such Subsidiary is merged into the Borrower or another Subsidiary) is the surviving corporation, and (ii) immediately after giving effect to any such proposed transaction no Default would exist; or (b) sell, transfer, or otherwise dispose of any of the Borrower's or such Subsidiary's Property (unless, in the case of a Subsidiary, such assets are sold, leased, transferred or otherwise conveyed to another Subsidiary which is a Guarantor) except for (i) sales, transfers and dispositions in the ordinary course of business for a fair and adequate consideration, (ii) sales, transfers or dispositions of assets which are obsolete or are no longer in use and which are not significant to the continuation of the Borrower or any of its Subsidiaries business; (iii) sales, transfers or dispositions of assets, other than sales, transfer or dispositions otherwise permitted by (i), (ii) or (iv) hereof, the Net Cash Proceeds of which do not exceed $40,000,000 in the aggregate for all such sales, transfers or dispositions of assets during any fiscal year; or (iv) sales of the assets or capital stock of any Affiliate of the Borrower other than any of its Subsidiaries.
Merger or Consolidation; Asset Sales. No Borrower shall, nor shall any Borrower permit any of its Subsidiaries to:
(a) merge or consolidate with or into any other Person other than the Subsidiary Merger as contemplated by Section 3.01(n) or any merger or consolidation involving (i) only the Parent and any of its direct or indirect wholly-owned Subsidiaries so long as the Parent is the surviving entity, or (ii) only direct or indirect wholly-owned Subsidiaries of the Parent; provided that, in any event, (A) the Administrative Agent shall have received reasonable prior written notice of such merger or consolidation, and (B) the surviving or resulting entity shall execute and deliver, or cause to be delivered, to the Administrative Agent such Loan Documents and other documents, certificates, instruments and opinions as may be reasonably requested by the Administrative Agent; or
(b) sell, lease, transfer, assign, farm-out, convey, or otherwise dispose of any of its Property (including, without limitation, any working interest, overriding royalty interest, production payments, net profits interest, royalty interest, or mineral fee interest) other than: (i) the sale of Hydrocarbons in the ordinary course of business; (ii) the sale, in any one transaction or related series of transactions, of a Property which generates proceeds (whether in cash, equity or other Property) not in excess of 5% of the Borrowing Base in effect at the time such sale is entered into or at the time such is effected; (iii) farm-ins, farm-outs, and other sales or dispositions of Oil and Gas Properties that do not constitute Proven Reserves, in each case occurring in the ordinary course of business and consistent with past practices of the Parent established prior to the date of this Agreement, and (iv) the sale or transfer of equipment that is (A) obsolete, worn out, depleted or uneconomic and disposed of in the ordinary course of business, (B) no longer necessary for the business of such Person, or (C) replaced within 180 days by equipment of at least comparable value and use, and (v) the sale or transfer of Property from the Parent to a Wholly-Owned Subsidiary, from a Wholly-Owned Subsidiary to the Parent, or from a Wholly-Owned Subsidiary to another Wholly-Owned Subsidiary provided that if prior to such sale or transfer such Property is subject to a Lien securing the Obligations, then (A) such Property shall remain subject to such Lien after such transfer or sale and the new owner of such Property shall execute and deliver ...
Merger or Consolidation; Asset Sales. Neither the Company nor any of its Subsidiaries will (a) merge or consolidate with or into any other Person or (b) sell, lease, transfer, or otherwise dispose of any of its Property (other than the sale of inventory in the ordinary course of business or the sale of obsolete or worn-out property in the ordinary course of business) except that so long as after giving effect thereto no Default or Event of Default shall exist:
(i) any Loan Party may merge or consolidate with any corporation, provided that such Loan Party shall be the continuing or surviving entity, and provided that no Default occurs or would be caused by such merger or consolidation;
(ii) any Loan Party (other than the Company) may merge or consolidate with any other Loan Party, provided that no Loan Party's Obligations under the Credit Documents shall decrease as a result of such merger or consolidation;
(iii) the Company and its Subsidiaries may sell, lease, transfer or otherwise dispose of any assets to third parties outside the ordinary course of business; provided that, the Net Cash Proceeds received by the Company or such Subsidiary from all such sales in excess of $10,000,000.00 in any calendar year shall either (A) be re-invested by the Company or such Subsidiary in replacement assets of comparable value and utility within six months of the date received or (B) applied as a prepayment of Term Advances within such six- month period in accordance with Section 2.07; and
(iv) the Company and its Subsidiaries may sell, discount or factor foreign accounts receivable with an uncollected face amount outstanding at any time not to exceed $50,000,000.00 without recourse or representation or warranty other than customary representations and warranties and recourse that would not prevent true sale treatment of such sale, discount or factor under GAAP.
Merger or Consolidation; Asset Sales. 55 Section 6.05.
Merger or Consolidation; Asset Sales. The Borrower shall not, nor shall it permit any of its Subsidiaries to (a) liquidate, wind up or dissolve itself or merge or consolidate with or into any other Person other than the merger of a Guarantor with and into the Borrower or another Guarantor, provided that the Borrower is the surviving entity of any merger or consolidation between a Guarantor and the Borrower, and provided further that the Borrower must give Administrative Agent prior written notice of such merger or consolidation; or (b) sell, lease, transfer, assign, farm-out, convey, or otherwise dispose of any of its Property (including any working interest, overriding royalty interest, production payments, net profits interest, royalty interest, or mineral fee interest) other than: (i) the sale of Hydrocarbons in the ordinary course of business, (ii) the sale or transfer of equipment that is (A) obsolete, worn out, depleted or uneconomic and disposed of in the ordinary course of business, (B) no longer necessary for the business of such Person or (C) contemporaneously replaced by equipment of at least comparable use and value, (iii) the sale or transfer of Property not otherwise permitted under this Section 6.04(b) in an aggregate amount not to exceed 5% of the Borrowing Base then in effect during any six-month period between scheduled Borrowing Base redeterminations, provided that such sale or transfer shall be made in arm’s length transactions and for fair market value, and (iv) a transfer without consideration or for nominal consideration of Property from one Loan Party to another Loan Party, provided that the Borrower must give Administrative Agent prior written notice of such transfer, and provided further that the Administrative Agent’s Lien on the transferred Property is not, in the opinion of the Administrative Agent, released or impaired as a result of such transfer.
Merger or Consolidation; Asset Sales. The Borrower shall not, nor shall it permit any of its Subsidiaries to (a) merge or consolidate with or into any other Person without the prior consent of all of the Lenders; provided that the Borrower or any Subsidiary may merge or consolidated into the Borrower or any Guarantor if the Borrower or such Guarantor is the surviving entity; or (b) sell, lease, transfer, assign, farm-out, convey, or otherwise dispose of any of its Property (including, without limitation, any working interest, overriding royalty interest, production payments, net profits interest, royalty interest, or mineral fee interest) other than: (i) the sale of Hydrocarbons in the ordinary course of business, (ii) the sale of the Xxxxxxx Shale Properties and (iii) the sale or transfer of equipment that is (A) obsolete, worn out, depleted or uneconomic and disposed of in the ordinary course of business, (B) no longer necessary for the business of such Person or (C) contemporaneously replaced by equipment of at least comparable value and use.
