Merger, Sale of Assets, Dissolution, Etc. Enter into any transaction of merger or consolidation, change its name, acquire all or a substantial portion of the assets of any Person, or transfer, sell, assign, lease, or otherwise dispose of (other than sales by the Company or any of its Subsidiaries of Inventory of the Company or such Subsidiary in the ordinary course of business or sales by the Company or any of its Subsidiaries of Inventory or fixtures of the Company or such Subsidiary at any location in connection with the termination of any License Agreement or lease covering such location) all or any part of its properties or assets, or any of its notes or Accounts (including, without limitation, Eligible Receivables), or any stock or Indebtedness of the Company or any of its Subsidiaries, or wind up, liquidate or dissolve, or agree to do any of the foregoing, except:
Merger, Sale of Assets, Dissolution, Etc. (a) Directly or indirectly: (i) merge, amalgamate or consolidate with any other Person or permit any other Person to merge, amalgamate or consolidate with it, (ii) sell, assign, lease, transfer, abandon or otherwise dispose of any Collateral, assets or property (including by way of a sale-leaseback or a division) to any other Person, (iii) wind up, liquidate or dissolve or (iv) agree to do any of the foregoing.
Merger, Sale of Assets, Dissolution, Etc. No Borrower will, directly or indirectly, (a) enter into any transaction of merger or consolidation; or (b) allow any change in control of any Borrower; or (c) transfer, sell, assign, lease, or otherwise dispose of all or a substantial part of its properties or assets; or (d) transfer, sell, assign, lease, convey, or otherwise dispose of any of its real property (including but not limited to the property giving rise to the Collateral), except that a Borrower may, so long as there exists no Event of Default or circumstance which with the giving of notice or passage of time would become an Event of Default, sell real property in the ordinary course of business to bona fide unrelated third parties, which either is replaced with substantially equivalent properties with substantially equivalent lease streams of similar credit quality, or for which the sale is a cash sale and the proceeds of which, net only of reasonable seller's closing costs, are applied by the Borrowers as a prepayment of the Revolving Credit Facility; or (e) change the nature of its business; or (f) invest in, transfer any assets to, or do business through any subsidiary except wholly-owned subsidiaries engaged in the same business as the Borrower which agree to become borrowers hereunder upon formation; or (g) wind up, liquidate, or dissolve itself or its business; or (h) agree to any of the foregoing. Notwithstanding the foregoing, no consent of Agent or the Banks shall be required for a merger between CNLR and CNL Realty Advisors, Inc., a Florida corporation, so long as CNLR is the survivor of such merger and no Event of Default results from such merger.
Merger, Sale of Assets, Dissolution, Etc. Enter into any transaction of merger or consolidation, change its name, acquire all or a substantial portion of the assets of any Person, or transfer, sell, assign, lease, or otherwise dispose of (other than sales by the Borrower or any of its Subsidiaries of Inventory in the ordinary course of business) all or any part of its properties or assets, or any of its notes or Accounts (including, without limitation, Eligible Receivables), or any stock or Indebtedness of the Borrower or any of its Subsidiaries, or wind up, liquidate or dissolve, or agree to do any of the foregoing, except:
Merger, Sale of Assets, Dissolution, Etc. (a) Directly or indirectly, without the prior written consent of Required Lenders which is not to be unreasonably withheld or unless otherwise permitted herein: (i) merge, amalgamate or consolidate with any other Person or permit any other Person to merge, amalgamate or consolidate with it, (ii) sell, assign, lease, transfer, abandon or otherwise dispose of any Collateral, assets or property (including by way of a sale-leaseback) to any other Person, (iii) wind up, liquidate or dissolve or (iv) agree to do any of the foregoing.
Merger, Sale of Assets, Dissolution, Etc. The Borrower and the Guarantors will not enter into any transaction of merger or consolidation, or transfer, sell, assign, lease or otherwise dispose of (other than sales of products and services in the ordinary course of business) all or a substantial part of its properties or assets without prior consent of the Lender. Section 6.2
Merger, Sale of Assets, Dissolution, Etc. No Borrower will, directly or indirectly, (a) enter into any transaction of merger or consolidation; or (b) allow any change in control of any Borrower; or (c) transfer, sell, assign, lease, or otherwise dispose of all or a substantial part of its properties or assets; or (d) transfer, sell, assign, lease, convey, or otherwise dispose of any of its real property, except that a Borrower may, so long as there exists no Event of Default or circumstance which with the giving of notice or passage of time would become an Event of Default, sell real property in the ordinary course of business to bona fide unrelated third parties; or (e) change the nature of its business; or (f) except as otherwise specifically contemplated by this Agreement, invest in, transfer any assets to, or do business through any subsidiary except wholly-owned subsidiaries engaged in the same business as the Borrower which agree to become borrowers hereunder upon formation; or (g) wind up, liquidate, or dissolve itself or its business; or (h) agree to any of the foregoing. Notwithstanding the foregoing, no consent of Agent or the Banks shall be required for a merger between CNLR and CNLRS so long as CNLR is the survivor of such merger and no Event of Default results from such merger.
Merger, Sale of Assets, Dissolution, Etc. Borrower will not, and will not permit any Subsidiary, to directly or indirectly: (a) enter into any transaction of merger or consolidation, except pursuant to a Permitted Acquisition; (b) transfer, sell, assign, lease, or otherwise dispose of all or a substantial part of its properties or assets; (c) transfer, sell, assign, discount, lease, or otherwise dispose of any of its notes or other instruments, accounts receivable, or contract rights with or without recourse, except for collection in the ordinary course of business, or any assets or properties necessary or desirable for the proper conduct of its business; (d) change the scope or nature of its business; (e) enter into any arrangement, directly or indirectly, with any Person whereby Borrower shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property which Borrower intends to use for substantially the same purpose or purposes as the property being sold or transferred; (f) invest in, acquire assets or stock of, transfer any assets to, or do business through any Subsidiary not described in
Merger, Sale of Assets, Dissolution, Etc. Without the prior written consent of the Agent and the Required Lenders, (i) enter into any transaction of merger or consolidation, (ii) change its name, (iii) acquire all or a substantial portion of the assets of any Person, or (iv) transfer, sell, assign, lease, or otherwise dispose of all or any part of its properties or assets, or any of its notes or Receivables, or any stock of Borrower or any of its Subsidiaries, or wind up, liquidate or dissolve, or agree to do any of the foregoing, except:
Merger, Sale of Assets, Dissolution, Etc. Section 9.5 is hereby amended by (x) deleting the "and" at the end of paragraph (k), (y) deleting the "." at the end of paragraph (m) and inserting in its place "; and" and (z) inserting at the end of such section the following:
