Mergers, Acquisitions and Dissolutions. None of the CBII Entities shall consolidate with or merge into any other Person or permit any other Person to merge into any other CBII Entity, or acquire (or form a new Subsidiary to acquire) all or substantially all of the assets or equity or any identifiable business unit, division or operations of any other Person, or dissolve itself, except for the following:
(i) the CBII Entities may merge with each other and acquire all or substantially all of the assets or equity or any identifiable business unit, division or operations of any other CBII Entity; provided that (A) no Event of Default will result after giving effect to such merger, (B) in any such merger involving a US Subsidiary and a Non-US Subsidiary, the US Subsidiary is the surviving Person, (C) in any such merger involving the Borrower, the Borrower is the surviving Person, (D) in any such merger involving CBII, CBII is the surviving Person and is in compliance with Section 5.02(g)(ii) after such merger, (E) CBII shall not merge with or into the Borrower and the Borrower shall not merge with or into CBII, (F) following such merger or acquisition, the Borrower is in compliance with Section 2.14 and (G) if any Subsidiary becomes a Significant Party after giving effect to such transaction, the Borrower provides the documents required by Section 5.01(i) no later than 30 days after such merger or acquisition;
(ii) any Subsidiary of the Borrower may liquidate or dissolve itself in accordance with Requirements of Law so long as, if such Subsidiary is a Loan Party, the assets of such Subsidiary are transferred to another Loan Party in connection with such dissolution; and
(iii) any acquisitions (“Permitted Acquisitions”) by a Borrower Entity of all or substantially all of the assets or equity of any other Person or any identifiable business unit, division or operations of any other Person; provided that:
(A) No Event of Default shall have occurred and be continuing before or after giving effect to any acquisition;
(B) The aggregate purchase consideration for such acquisition when added to all other such acquisitions during the preceding 12 months ending on the day that is the last day of the most recent month before such acquisition closes does not exceed $100,000,000;
(C) After giving effect to such acquisition, the acquired Person or the assets, business unit, division or operations acquired shall be directly or indirectly owned by a Subsidiary of the Borrower;
(D) In the case of an acquisition of a ...
Mergers, Acquisitions and Dissolutions. Borrower will not, and will not permit any Subsidiary to, become a party to a merger or consolidation, or purchase or otherwise acquire all or a substantial part of the assets of any Person or any shares or other evidence of beneficial ownership of any Person, or dissolve or liquidate.
Mergers, Acquisitions and Dissolutions. Except for acquisitions by Borrower which do not involve more than $1,000,000 per acquisition, Borrower will not, without the prior written consent of the Banks, which consent will not be unreasonably withheld, become a party to a merger, acquisition or consolidation, or purchase or otherwise acquire by merger, lease or purchase all or a substantial part of the assets or Property of any Person or any shares or other evidence of legal or beneficial ownership of any Person, or dissolve or liquidate. Borrower acknowledges that the consent of the Banks under the preceding provision may be conditioned upon the relevant acquired entity becoming an obligor or guarantor of the Obligations on terms satisfactory to the Banks. For the purposes of applying the foregoing $1,000,000 limitation, a series of integrally related acquisitions from the same Person or its Affiliates shall be treated as one acquisition.
Mergers, Acquisitions and Dissolutions. Except in connection with a Permitted Acquisition, neither any Borrower nor Parent Company will, and Parent Company will not permit any Company to, become a party to a merger, acquisition or consolidation, or purchase or otherwise acquire by merger, lease or purchase all or a substantial part of the assets or Property of any Person or any shares or other evidence of legal or beneficial ownership of any Person, or dissolve or liquidate. A “Permitted Acquisition” means (i) any single Acquisition by Parent Company or a wholly owned Subsidiary of Parent Company (with a series of related Acquisitions being treated as a single Acquisition), provided that the total purchase price consideration (including Indebtedness assumed) does not exceed the sum of $1,500,000 and (ii) any other Acquisition by Parent Company or a wholly owned Subsidiary of Parent Company approved by all the Banks; provided however, as to each such transaction:
Mergers, Acquisitions and Dissolutions. Subject to the enactment of the legislation attached hereto as Exhibit 4, the Parties agree that if a Hospital or Hospitals subject to the Second Hospital User Fee merge, consolidate, are acquired, or otherwise reorganize such that one or more Hospitals that are parties to such merger, consolidation or acquisition do not continue to maintain a separate short-term general hospital license, the surviving Hospital, or any newly created merger entity, shall assume and be liable for the total Second Hospital User Fee owed by the merging, consolidating or reorganizing hospitals, including any outstanding liabilities from periods prior to such merger, consolidation or reorganization that were due and owing during the Term of the Agreement.
Mergers, Acquisitions and Dissolutions. Merger or Acquisition:
Mergers, Acquisitions and Dissolutions. Neither Borrower nor Guarantor will become a party to a merger or consolidation, or, except as permitted by Section 9.13, purchase or otherwise acquire all or a substantial part of the assets of any Person or any shares or other evidence of beneficial ownership of any Person, or dissolve or liquidate.
Mergers, Acquisitions and Dissolutions. Become, nor permit any Subsidiary to become, a party to a merger or consolidation, or purchase or otherwise acquire all or a substantial part of the assets of any Person or any shares or other evidence of beneficial ownership of any Person, or dissolve or liquidate.
Mergers, Acquisitions and Dissolutions. Parent will not, and will not permit any Subsidiary or any PA to, become a party to a merger or consolidation, or make any other Acquisitions, or dissolve or liquidate; provided, however, (i) any Subsidiary may merge or consolidate with another Subsidiary or with any other Person if the surviving Person assumes the obligations under any applicable Affiliate Guaranty (subject to the limitations set forth in clause (v) below) and other Loan Documents to which such Subsidiary is a party or may merge or consolidate into Parent if Parent is the surviving Person; (ii) any Subsidiary may dissolve or liquidate if its assets are transferred to Parent or a Subsidiary or otherwise disposed of in accordance with Section 8.7; (iii) any PA may merge, consolidate, dissolve or liquidate if it is no longer a party to an Administrative Management Agreement (and thus no longer a PA hereunder); (iv) any PA who continues to be a party to an Administrative Management Agreement may merge or consolidate with another professional association or professional corporation involved in the practice of medicine if the surviving Person assumes the obligations under any applicable Affiliate Guaranty and applicable Administrative Management Agreement and if the surviving Person otherwise becomes a PA after such transaction (subject to the limitations set forth in clause (v) below); and (v) Parent, any Subsidiary or any PA may make Acquisitions if the aggregate Dollar amount of the total consideration paid (whether cash, property or estimated future payments under consulting, noncompete or other agreements,
Mergers, Acquisitions and Dissolutions. Borrower will not ---------------------------------------
(a) become a party to a merger, consolidation, partnership or joint venture, (b) purchase or otherwise acquire all or a substantial part of the assets of any Person or any shares or other evidence of beneficial ownership of any Person, (c) dissolve or liquidate, (d) create a subsidiary or make any material change in its corporate structure or entity or (e) enter into any agreement to do any of the foregoing, if (i) as a result of any such action or event the Persons who are shareholders of record on the date of this Agreement would cease to own at least fifty-one percent (51%) of the voting stock of Borrower or (ii) an Event of Default exists or would exist immediately following completion of the action or event described in this Section 7.09; provided, however, that Borrower may issue Additional shares of capital stock.
