Merger, Sale, Etc. Shall maintain its corporate existence, good standing and necessary qualifications to do business and shall not merge or consolidate with any Person or acquire all or substantially all of the assets of, or 50% or more of any class of equity interest of, any Person or sell, lease, assign or otherwise dispose of any Collateral or substantial portion of its other assets (other than sales of obsolete or worn-out equipment and sales of Inventory in the ordinary course of business). 43.10
Merger, Sale, Etc. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN SECTION 5.2 HEREIN, UPON ANY CONSOLIDATION OR MERGER OF THE LESSEE WITH OR INTO MY OTHER CORPORATION OR CORPORATIONS (WHETHER OR NOT AFFILIATED WITH THE LESSEE), OR SUCCESSIVE CONSOLIDATIONS OR MERGERS IN WHICH THE LESSEE OR ITS SUCCESSOR OR SUCCESSORS SHALL BE A PARTY OR PARTIES, OR UPON MY SALE OR CONVEYANCE OF ALL OR SUBSTANTIALLY ALL OF THE PROPERTY OF THE LESSEE TO ANY OTHER PERSON OR ENTITY, THE LESSEE SHALL OBTAIN THE WRITTEN CONSENT OF LESSOR PRIOR TO SUCH MERGER, SALE OR CONSOLIDATION ("MERGER"), WHICH CONSENT MAY BE WITHHELD AT THE DISCRETION OF LESSOR, AND IN THE EVENT LESSOR WITHHOLDS CONSENT, THEN ALL LEASES ENTERED INTO PURSUANT TO THIS MASTER LEASE AGREEMENT PRIOR TO SUCH MERGER SHALL BE DEEMED TERMINATED EFFECTIVE THE DATE OF THE CLOSING OF SUCH MERGER, AND LESSEE SHALL, ON THE DATE OF SUCH CLOSING, PAY LESSOR, AS A TERMINATION FEE, ALL RENTS WHICH ARE DUE OR WOULD BECOME DUE DURING THE INITIAL TERM, BUT FOR SUCH TERMINATION, DISCOUNTED AT SIX PERCENT (6%). IF LESSOR CONSENTS TO SUCH MERGER, LESSEE WILL CAUSE ANY SUCH SUCCESSOR TO CONTINUE TO MAKE THE DUE AND PUNCTUAL PAYMENT OF ALL MONTHLY RENT, AND THE DUE AND PUNCTUAL PERFORMANCE AND OBSERVANCE OF ALL COVENANTS AND OBLIGATIONS OF THE LESSEE HEREUNDER AND UNDER THE LEASE TO BE ASSUMED BY THE CORPORATION (IF OTHER THAN THE LESSEE) FORMED BY SUCH CONSOLIDATION, OR THE CORPORATION INTO WHICH THE LESSEE SHALL HAVE BEEN MERGED OR BY THE PERSON OR ENTITY WHICH SHALL HAVE ACQUIRED SUCH PROPERTY.
Merger, Sale, Etc. Shall maintain its corporate existence, good standing and necessary qualifications to do business and, except as provided in Section 5.20, shall not merge or consolidate with any Person or acquire all or substantially all of the assets of, or 50% or more of any class of equity interest of, any Person or sell, lease, assign or otherwise dispose of any Collateral or substantial portion of its other assets (other than sales of obsolete or worn-out equipment and sales of Inventory in the ordinary course of business).
Merger, Sale, Etc. Borrower and each Guarantor shall maintain its corporate existence, good standing and necessary qualifications to do business, and shall not, except as expressly agreed to by Lender in writing, (i) merge or consolidate with or into any Person or acquire all or substantially all of the assets of, or any equity interest of, any Person, (ii) permit any Person to transfer to it, directly or indirectly, any of its issued and outstanding stock or securities (except as permitted in Section 5.11), or (iii) permit the sale, lease, assignment or other disposition of any Collateral or any of its or any Guarantor's other assets (other than sales of obsolete or worn-out Equipment and sales of Inventory in the ordinary course of business consistent with past practices or other than sales of Equipment for less than $50,000 in the aggregate in any fiscal year).
Merger, Sale, Etc. Holdings shall not consolidate with or merge into any other Person, or sell, convey, lease, or otherwise transfer all or substantially all of its assets as an entirety (whether in one transaction or a series of transactions) to any Person, unless:
Merger, Sale, Etc. Shall maintain its corporate existence, good standing and necessary qualifications to do business and shall not reorganize, merge or consolidate with or into any Person or acquire all or substantially all of the assets of, or 50% or more of any class of equity interest of, any Person except for Permitted Investments, or sell, lease, assign or otherwise dispose of any Subsidiaries or any substantial portion of its assets (other than sales of obsolete or worn-out equipment, sales of inventory in the ordinary course of business and sales of assets (including stock of Subsidiaries) which constitute Permitted Investments and which do not, in the aggregate, have a book value of more than 5 % of the Tangible Net Worth of Borrower measured at the time of each sale or disposition).
Merger, Sale, Etc. Borrower, each Guarantor, or each ----------------- Subsidiary shall not, unless it shall have given thirty (30) days' advance written notice thereof to Bank, merge (other than the merger of Crucible with and into IMTCI) or consolidate with any Person or acquire all or substantially all of the assets of, or 50% or more of any class of equity interest of, any Person or sell, lease, assign or otherwise dispose of any Collateral or other assets (other than sales of obsolete or worn-out equipment, sales of Inventory in the ordinary course of business, and sales of assets less than $250,000), or sell or otherwise dispose of stock of any Subsidiary (such events shall be referred to herein, collectively and individually, as an "Event of Merger"). Upon receipt of thirty (30) days' advance written of an Event of Merger, Bank shall have the option, which will not be unreasonably exercised, to require payment in full of the Loan and all other Indebtedness simultaneous with the Event of Merger (or earlier, if acceptable to Borrower).
Merger, Sale, Etc. Shall maintain its corporate existence, good standing and necessary qualifications to do business and shall not: dissolve or liquidate, or become a party to
Merger, Sale, Etc. If the Sponsor is a party to a merger or consolidation in which the Sponsor is not the surviving entity, or sells all or substantially all of its assets, then the surviving corporation or the Person to which such sale has been made, as the case may be, shall confirm by an instrument in writing satisfactory to the Administrative Agent its assumption of the obligations and liabilities of the Sponsor hereunder.
Merger, Sale, Etc. The Guarantor will not consolidate with or merge with or into any other Person or convey, transfer or lease all or substantially all of its assets as an entirety to any Person unless:
