Merger or Consolidation, Etc. The Borrower will not consolidate with, be acquired by, or merge into or with any Person unless (x) immediately after giving effect thereto no Default or Event of Default shall or would exist and (y) either (i) the Borrower or (ii) a corporation organized and existing under the laws of one of the States of the United States of America shall be the survivor of such consolidation or merger, provided that if the Borrower is not the survivor, the corporation which is the survivor shall expressly assume, pursuant to an instrument executed and delivered to the Administrative Agent, and in form and substance satisfactory to the Administrative Agent, all obligations of the Borrower under the Loan Documents and the Administrative Agent shall have received such documents, opinions and certificates as it shall have reasonable requested in connection therewith.
Merger or Consolidation, Etc. The Parent will not consolidate with, be acquired by, or merge into or with any Person, or, except as permitted by Section 8.4, convey or otherwise transfer all or substantially all of its Property, or permit any of its Subsidiaries so to do, except that:
(a) any of its wholly-owned Subsidiaries (other than a Borrower) may consolidate with or merge with any of its other Subsidiaries (other than a Borrower), or convey or transfer all or substantially all of its Property to any of its other wholly-owned Subsidiaries (other than a Borrower), provided that immediately before and after giving effect thereto no Default or Event of Default shall or would exist, and
(b) any of its wholly-owned Subsidiaries may consolidate with or merge with any Borrower that is a wholly-owned Subsidiary, or convey or transfer all or substantially all of its Property to any Borrower that is a wholly-owned Subsidiary, provided that (i) immediately before and after giving effect thereto no Default or Event of Default shall or would exist, (ii) such wholly-owned Subsidiary that is a Borrower shall be the survivor of such consolidation or merger, (iii) the Administrative Agent shall have received 5 Business Days’ prior written notice of such consolidation, merger, conveyance or transfer, and (iv) the Administrative Agent shall have received such documents, opinions and certificates as the Administrative Agent shall have reasonably requested in connection therewith.
Merger or Consolidation, Etc. No Borrower shall, and no Borrower shall permit any of its Subsidiaries to, merge or consolidate with or into any other Person except (a) the merger of a Relevant Subsidiary into a Borrower or another Relevant Subsidiary, (b) the merger of a Borrower into another Borrower, or (c) the merger of Red Mountain into a wholly owned Subsidiary incorporated in Delaware for the purpose of changing Red Mountain’s domicile to Delaware; provided that, in each case, (i) at the time of such merger and immediately after giving effect thereto no Default exists, (ii) Borrowers shall have taken such actions and executed and filed such agreements and financing statements as are required so that Collateral Agent shall continue to have an Acceptable Security Interest in the Collateral and (iii) Borrowers provide at least thirty (30) days prior written notice of such proposed merger to Lender.
Merger or Consolidation, Etc. (a) Consolidate with, be acquired by, or merge into or with any Person, or convey or otherwise transfer all or substantially all of its Property, except that the Borrower may consolidate with or merge with another Person, or convey or transfer all or substantially all of its Property to another Person, provided that (i) the Borrower shall have given the Administrative Agent prior notice thereof, (ii) the Person formed by such consolidation or into which the Borrower is merged, or the Person which acquires by conveyance or transfer all or substantially all of such Property, or any Person owning beneficially 100 percent of the Voting Stock of such Person (in each case, the "Successor Person") shall expressly assume by an instrument executed and delivered to the Administrative Agent, in form reasonably satisfactory to the Administrative Agent, the obligations of the Borrower under the Loan Documents (at which time the Borrower shall be deemed to be released from the Loan Documents), (iii) no Default or Event of Default shall exist before or after giving effect thereto and (iv) the Administrative Agent shall have received such documents, opinions and certificates as the Administrative Agent shall have reasonably requested in connection therewith.
(b) Upon any consolidation or merger, or any conveyance or transfer of all or substantially all of the Property of the Borrower in accordance with Section 6.1(a), the Successor Person shall succeed to, and be substituted for, and may exercise every right and power of, and shall be subject to all obligations and liabilities of, the Borrower under the Loan Documents with the same effect as if such Successor Person had been named as the Borrower herein. In the event of any such conveyance or transfer, the Borrower, as the predecessor Person, may be dissolved, wound up or liquidated at any time thereafter.
Merger or Consolidation, Etc. The Company will not consolidate with, amalgamate with or merge into or with any Person, or convey or otherwise transfer (or permit to be conveyed or otherwise transferred) all or substantially all of the property of the Company and its Subsidiaries on a Consolidated basis, or permit any Subsidiary Guarantor so to do, except that:
(i) such consolidation, amalgamation or merger will be permitted if the Company or (in the case of a consolidation, amalgamation or merger not involving the Company) a Subsidiary Guarantor is the surviving Person, and
(ii) such conveyance or transfer may be made to the Company or to any wholly-owned Subsidiary that is or, concurrently with such conveyance or transfer, becomes a Subsidiary Guarantor.
Merger or Consolidation, Etc. Merge into or consolidate with any other Person, or cause or permit any change in the ownership of Borrower, Subsidiary Bank, or any Subsidiary, or any Change in Control; provided however, that the foregoing restriction shall not apply (a) to any merger or consolidation between or among any one or more of Borrower, Subsidiary, Bank and/or any other Subsidiary, and (b) to any other merger or consolidation in which Borrower, Subsidiary Bank or any other Subsidiary, as the case may be, is the surviving entity if, at the effective time of or immediately after the consummation such merger or consolidation no Event of Default has occurred and is continuing.
Merger or Consolidation, Etc. 37 8.5 ACQUISITIONS........................................................................................37 8.6
Merger or Consolidation, Etc. The Company will not consolidate with, amalgamate with or merge into or with any Person, or convey or otherwise transfer (or permit to be conveyed or otherwise transferred by any of its Subsidiaries) all or substantially all of the property of the Company and its Subsidiaries on a Consolidated basis, except that:
(a) such consolidation, amalgamation or merger of the Company will be permitted if the Company is the surviving Person, and
(b) such conveyance or transfer may be made to the Company or to any wholly-owned Subsidiary.
Merger or Consolidation, Etc. Merge into or consolidate with any other entity, or cause or permit any material change in the ownership of Borrower or any Obligor or the identity of the Borrower's executive officers (Xxxxxx Xxxxxxxxxx and Xxxxxxx Xxxxxx)(except for changes necessitated by death, incapacity, natural retirement or similar causes).
Merger or Consolidation, Etc. Merge into or consolidate with any other entity, or cause or permit any material change in the ownership of Borrower or Subsidiary Bank, or in the identity of the Borrower's executive officers or directors (except for changes necessitated by death, incapacity, natural retirement or similar causes).
