Common use of Merger; Sale of Assets; Acquisitions Clause in Contracts

Merger; Sale of Assets; Acquisitions. Liquidate, dissolve, sell all or substantially all of its assets, consolidate or merge, nor make any material acquisition of all or substantially all assets of any other Person (the Agent’s reasonable, good faith determination of whether an acquisition of assets would be material shall be conclusive and binding), unless: (a) (i) in the case of a consolidation or merger, it is with a mortgage company and the relevant Company is the survivor or (ii) in the case of an acquisition, it is of assets or securities to be used by the Company in its core mortgage company business, or, if it is not, such acquisition shall have been approved in writing by the Agent; (b) in the case of the acquisition of assets or sale of either Company’s assets, such acquisition or sale is in the ordinary course of the Company’s business or the acquisition price for any assets acquired other than in the ordinary course of business does not exceed twenty percent (20%) of the Companies’ Adjusted Tangible Net Worth; or (c) the sale is of the stock or substantially all of the assets of any wholly-owned Subsidiary established after the Effective Date, or, with the Agent’s prior written consent, any other Subsidiary; and in any case, after giving effect to such a sale, consolidation, merger or acquisition, no Default or Event of Default would exist under this Agreement or any of the other Facilities Papers.

Merger; Sale of Assets; Acquisitions. Liquidate, dissolve, sell all or substantially all of its assets, consolidate or merge, nor make any material acquisition of all or substantially all assets of any other Person (the Agent’s reasonable, good faith determination of whether an acquisition of assets would be material shall be conclusive and binding), unless: (a) (i) in the case of a consolidation or merger, it is with a mortgage company and the relevant Company is the survivor or (ii) in the case of an acquisition, it is of assets or securities to be used by the Company in its core mortgage company business, or, if it is not, such acquisition shall have been approved in writing by the Agent; (b) in the case of the acquisition of assets or sale of either the Company’s assets, such acquisition or sale is in the ordinary course of the Company’s business or the acquisition price for any assets acquired other than in the ordinary course of business does not exceed twenty percent (20%) of the Companies’ Company’s Adjusted Tangible Net Worth; or (c) the sale is of the stock or substantially all of the assets of any wholly-owned Subsidiary established after the Effective Date, or, with the Agent’s prior written consent, any other Subsidiary; and in any case, after giving effect to such a sale, consolidation, merger or acquisition, no Default or Event of Default would exist under this Agreement or any of the other Facilities Papers.