Mergers and Dispositions. Enter into any merger, consolidation, reorganization or liquidation or transfer or otherwise dispose of all or a substantial portion of its properties, except for: such transactions that occur between wholly-owned Subsidiaries; transactions where Borrower and the General Partner are the surviving entities and there is no change in business conducted or loss of an investment grade credit rating, and no Default or Event of Default under the Loan Documents results from such transaction; or as otherwise approved in advance by the Lenders. Borrower will notify the Administrative Agent (who will promptly notify Lenders) of any acquisitions, dispositions, mergers or asset purchases involving assets valued in excess of 10% of the Consolidated Operating Partnership’s then-current Market Value Net Worth and certify compliance with covenants after giving effect to such proposed acquisition, disposition, merger, or asset purchase regardless of whether any consent is required.
Mergers and Dispositions. Consolidate with or merge into any other ------------------------ Person or convey, transfer or lease its Properties and assets substantially as an entirety to any Person, or permit any Person to consolidate with or merge into the Company, unless:
(i) in case the Borrower shall be consolidated with or merge into another Person or convey, transfer or lease its Properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Borrower is merged or the Person which acquires by conveyance or transfer, or which leases, the Properties and assets of the Borrower substantially as an entirety shall be a corporation, partnership or trust, shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall assume, and shall cause its Subsidiaries to expressly assume, by an amendment hereto, executed and delivered to the Administrative Agent and the Required Lenders, in form satisfactory to the Administrative Agent and the Required Lenders, the due and punctual payment of all Obligations and the performance or observance of every covenant of this Agreement and each of the other Loan Documents on the part of the Borrower or its Subsidiaries to be performed or observed;
(ii) immediately after giving effect to such transaction and treating any Indebtedness which becomes an obligation of the Borrower or any Subsidiary as a result of such transaction as having been incurred by the Borrower or such Subsidiary at the time of such transaction, no Default or Event of Default, shall have occurred and be continuing; and
(iii) the Borrower has delivered to the Administrative Agent and Lenders an officer's certificate including a pro forma compliance certificate in the form of Exhibit H assuming such proposed --------- transaction was then effective, and an opinion of counsel, each stating or demonstrating that such consolidation, merger, conveyance, transfer or lease and, if an amendment hereto is required in connection with such transaction, such amendment, complies with this Section 9.11 and that all conditions precedent herein relating to such ------------ transaction have been complied with. Upon any consolidation of the Borrower with, or merger of the Borrower into, any other Person or any conveyance, transfer or lease of the Properties and assets of the Borrower substantially as an entirety in accordance with this Section ------- 9.11, the su...
Mergers and Dispositions. Enter into any merger, consolidation, pool, business combination, reorganization or liquidation, or transfer or otherwise dispose of all or a substantial portion of its properties, except for: such transactions that occur between wholly-owned Subsidiaries; transactions where Borrower is the surviving entity and there is no change in business conducted, and no Default or Event of Default under the Loan Documents results from such transaction; or as otherwise approved in advance by the Lenders.
Mergers and Dispositions. Enter into any merger, consolidation, pool, business combination, reorganization or liquidation, or transfer or otherwise dispose of all or a substantial portion of its properties, except for: such transactions that occur between wholly-owned Subsidiaries; transactions where Borrower is the surviving entity and there is no change in business conducted or loss or material diminution of any credit rating by S&P, Xxxxx'x or any Third Rating, and no Default or Event of Default under the Loan Documents results from such transaction; or as otherwise approved in advance by the Lenders.
Mergers and Dispositions. Except as set forth in Schedule 6.12, Borrower or any Subsidiary shall not, directly or indirectly, (a) merge or consolidate with any Person unless Borrower is the surviving or successor entity; or (b) sell, lease or otherwise dispose of all or any part of its assets, except for sales of inventory in the ordinary course of business. Notwithstanding the foregoing, without the prior consent of Bank, Borrower or any Subsidiary will not sell, assign, farmout, convey or otherwise transfer any Oil and Gas Property or any interest in any Oil and Gas Property except for (i) the sale of Hydrocarbons in the ordinary course of business; (ii) sales, farmouts or other transfers of unproved acreage and assignments in connection with such sale, farmout or transfer; (iii) the sale or transfer of equipment that is no longer necessary for the business of Borrower or any Subsidiary or is replaced by equipment of at least comparable value and use; and (iv) during any calendar year, sales in ordinary course of business of Oil and Gas Properties which shall not exceed $500,000 in the aggregate.
Mergers and Dispositions. 54 7.7.1 Consolidations and Mergers........................................................... 54 7.7.2 Sales and Other Dispositions......................................................... 55 7.8
Mergers and Dispositions. Enter into any merger, consolidation, reorganization or liquidation or transfer or otherwise dispose of all or a substantial portion of its properties, except for: (i) such transactions that occur between members of the Consolidated Group; (ii) transactions where Borrower and the Guarantors are the surviving entities and there is no change in business conducted or loss of an investment grade credit rating, and no Default or Event of Default under the Loan Documents results from such transaction; or (iii) as otherwise approved in advance by the Required Lenders. Borrower will notify the Administrative Agent (who will promptly notify Lenders) of any dispositions or mergers involving assets valued in excess of 5% of the Consolidated Group's then-current Capitalization Value and certify compliance with covenants after giving effect to such proposed disposition or merger, regardless of whether any consent is required.
Mergers and Dispositions. Enter into any or allow any Subsidiary to enter into any merger, consolidation, pool, business combination, reorganization or liquidation, or transfer or otherwise dispose of all or a substantial portion of its properties, except for: (i) such transactions that occur between wholly-owned Subsidiaries; (ii) transactions where (a) Borrower or General Partner is the surviving entity, (b) there is no change in business conducted, (c) such transaction is not accomplished through a takeover which is opposed by the board of directors or other equivalent governing body of the other party to the transaction; and (d) no Default or Event of Default under the Loan Documents results from such transaction; or (iii) transactions otherwise approved in advance by the Required Lenders. Borrower will notify the Agent (who will promptly notify Lenders) of any dispositions or mergers involving assets valued in excess of 10% of the Consolidated Group's then-current Gross Asset Value and certify compliance with covenants after giving effect to such proposed disposition or merger, regardless of whether any consent is required.
Mergers and Dispositions. The Borrower shall not engage in any consolidation or merger with or into any other Person or divide, nor shall the Borrower, without the prior written consent of Lender, sell or otherwise transfer all or any substantial part of its assets.
Mergers and Dispositions. Without the prior written consent of the Holder, the Company shall not merge into, amalgamate with or consolidate with any other Person, or permit any other Person to merge into, amalgamate with or consolidate with it, or Dispose of all or substantially all of its assets in a single transaction or a series of related transactions, unless (A) no Event of Default is then continuing, and (B) (x) in the case of a merger, the Company shall be the surviving entity or if the surviving entity is not the Company, the surviving entity shall be an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia and shall expressly assume all the obligations of the Company under this Note pursuant to a supplement hereto or (y) in the case of a Disposition of all or substantially all of its assets to any Person, such Person shall be an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia and shall expressly assume all the obligations of the Company under this Note pursuant to a supplement hereto.
