Mergers and Sale of Assets. (a) Dissolve, liquidate or wind up its affairs or sell, transfer, lease or otherwise dispose of all or substantially all of the assets of Hyatt and its Subsidiaries taken as a whole or agree to do so at a future time to any other Person; provided that the following, without duplication, shall be expressly permitted:
(i) the sale, lease or transfer of property or assets between and among Credit Parties;
(ii) any Subsidiary may dissolve, liquidate or wind up its affairs at any time so long as such dissolution, liquidation or winding up would not reasonably be expected to have a Material Adverse Effect and, in the case of (x) the Foreign Borrower or any Guarantor, any assets of such Credit Party are transferred to another Credit Party in connection with such dissolution, liquidation or winding up and (y) the Foreign Borrower, the Foreign Borrower and Hyatt have executed such documents as the Administrative Agent may reasonably request to evidence that the Foreign Borrower shall cease to be a Borrower hereunder; and
(iii) any other dissolution, liquidation or winding up of the affairs of a Subsidiary or any other sale, lease or transfer of property or assets to any Person; provided that after giving effect to such dissolution, liquidation or winding up or sale, lease or transfer of property or assets on a Pro Forma Basis no Default or Event of Default shall be in existence or would result therefrom, and in the case of the Foreign Borrower (and in any event, in the case of any transaction which results in the Foreign Borrower ceasing to be a Wholly Owned Subsidiary), the Foreign Borrower and Hyatt have executed such documents as the Administrative Agent may reasonably request to evidence that the Foreign Borrower shall cease to be a Borrower hereunder.
(b) Enter into any transaction of merger or consolidation, except that (i) any Subsidiary may merge or consolidate with or into another Subsidiary or Hyatt; provided that (x) if a Credit Party is a party thereto, a Credit Party will be the surviving corporation and (y) if Hyatt is a party thereto, Hyatt will be the surviving corporation, (ii) any Subsidiary that is no longer useful in the business of Hyatt and its Subsidiaries, as determined by Hyatt in its reasonable discretion, may dissolve, liquidate or wind up its affairs at any time by way of merger or consolidation so long as, in the case of a Credit Party, the assets in such Credit Party are transferred to another Credit Party; and (iii) Hyatt or any Subsi...
Mergers and Sale of Assets. Merge or consolidate with or into any Person, or sell a Material Amount of Assets to any Person, except, subject to Section 6.6;
(a) a merger of Borrower into a wholly-owned Subsidiary of Borrower that has nominal assets and liabilities, the primary purpose of which is to effect the reincorporation of Borrower in another state;
(b) mergers or consolidations of a Subsidiary of Borrower into Borrower (with Borrower as the surviving corporation) or into any other Subsidiary of Borrower, provided that (i) the reduction in the proportionate share of Borrower and its Subsidiaries in the total assets of such resulting Subsidiary (after intercompany eliminations) does not constitute a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(c) mergers, consolidations, liquidations, or sales of all or substantially all of the assets of a Subsidiary; provided that (i) any such transaction does not involve a transfer by Borrower or its Subsidiaries of a Material Amount of Assets and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; or
(d) a merger or consolidation of Borrower with another Person if (i) no Change of Control results therefrom, (ii) Borrower does not transfer a Material Amount of Assets to one or more Persons in connection with the merger or consolidation and (iii) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing.
Mergers and Sale of Assets. (a) The Company will not and will not permit any Subsidiary to dissolve, liquidate or wind up its affairs, sell, transfer, lease or otherwise dispose of its property or assets or agree to do so at a future time; provided that the following, without duplication, shall be expressly permitted:
(i) the sale, transfer, lease or other disposition of inventory and materials in the ordinary course of business;
(ii) the conversion of cash into Cash Equivalents and Cash Equivalents into cash;
(A) the disposition of property or assets as a direct result of a Recovery Event or (B) the sale, lease, transfer or other disposition of machinery, parts and equipment no longer used or useful in the conduct of the business of the Company or any of its Subsidiaries, so long as the net proceeds therefrom are used to replace such machinery, parts and equipment or to purchase or otherwise acquire new assets or property within 180 days of receipt of the net proceeds;
(iv) the sale, lease or transfer of property or assets (A) from the Company and/or its direct or indirect Subsidiaries to other Credit Parties, and (B) from Foreign Subsidiaries to the Company and/or its Subsidiaries;
(v) the sale or transfer, by Checkpoint Systems, Inc., of the Equity Interests in Checkpoint do Brasil Ltda, Checkpoint Systems, S.A., Checkpoint Systems (Aust/NZ) Pty Ltd. and/or Checkpoint de Mexico, S.A. de C.V. to CP International Systems C.V.;
(vi) the sale, lease or transfer of intellectual property of OATSystems, Inc. to Checkpoint Caribbean Ltd. in the ordinary course of business;
(vii) intercompany sales, leases and transfers of assets from Credit Parties to Foreign Subsidiaries not otherwise permitted pursuant to this Section 10.4(a) (“Additional Permitted Intercompany Transfers”); provided that (A) the fair market value of such intercompany sales, leases and transfers of assets (taken together with all Additional Permitted Intercompany Loans) shall not exceed the Intercompany Asset Sale and Investment Basket, (B) such intercompany sales, leases and transfers of assets shall be for fair market value, (C) the consideration received for such intercompany sales, leases and transfers of assets shall be in the form of cash or Cash Equivalents and (D) (1) other than consideration relating to the Specified Asset Disposition, such consideration shall be received by such Credit Parties prior to the last maturity date of the Notes outstanding at the time of such intercompany sale, lease or transfer and (...
Mergers and Sale of Assets. Except as required by the Security Agreement, without the prior written consent of each Investor, the Company shall not effect any sale, lease, assignment, transfer, or other conveyance of all or substantially all of the assets of the Company, or any consolidation, merger or other transaction involving a Change of Control of the Company.
Mergers and Sale of Assets. Neither USANi, the Borrower nor any Guarantor will, nor will any of them permit any Material Subsidiary or Subsidiaries constituting a Material Subsidiary Group to,
(a) consolidate or merge with or into any other Person, except that a Guarantor or a Wholly Owned Subsidiary may merge with or consolidate into USANi, the Borrower or a Wholly Owned Subsidiary that is a Guarantor and is not a Foreign Subsidiary (provided that USANi, the Borrower or such Wholly Owned Subsidiary, as the case may be, shall be the survivor of such merger or consolidation; provided further that no Subsidiary that is a Guarantor that holds an FCC license may be a party to any merger or consolidation); or
(b) except as specifically permitted by Section 5.17, sell, assign, convey, lease, sublet, transfer or otherwise dispose of all or substantially all of its assets to any Person, whether in a single transaction or in a series of related transactions, except that a Guarantor or a Wholly Owned Subsidiary may sell, assign, convey, lease, sublet, transfer or otherwise dispose of all or substantially all of its assets to USANi, the Borrower or to a Wholly Owned Subsidiary that is a Guarantor and is not a Foreign Subsidiary; provided, however, that none of the foregoing transactions shall be permitted if a Default or an Event of Default has occurred and is continuing or would result from the consummation of any such transaction. It is understood and agreed that any consolidation, merger, sale, assignment, conveyance, letting, subletting, transfer or other disposition of all or substantially all of the assets of a Non-Material Subsidiary shall be permitted under this Section, so long as such Non-Material Subsidiary, together with all other Non-Material Subsidiaries (other than Non-Material Subsidiaries permitted to be sold or exchanged pursuant to Section 5.17(d)) with respect to which there has been, since the date hereof, a consolidation, merger, sale, assignment, conveyance, letting, subletting, transfer or other disposition of all or substantially all of its assets, would not (in the absence of such transactions) constitute a Material Subsidiary Group.
Mergers and Sale of Assets. 60 6.4 Hostile Tender Offers..................................60 6.5 Distributions..........................................60 6.6 ERISA..................................................61 6.7 Change in Nature of Business...........................61 6.8 Liens..................................................61 6.9 Indebtedness...........................................63 6.10 Transactions with Affiliates...........................64 6.11 Tangible Net Worth.....................................64 6.12
Mergers and Sale of Assets. Merge or consolidate with or into any Person, or sell all or substantially all of its assets to any Person, except, subject to Section 6.6;
(a) a merger of Borrower into a wholly-owned Subsidiary of Borrower that has nominal assets and liabilities, the primary purpose of which is to effect the reincorporation of Borrower in another state;
(b) mergers or consolidations of a Subsidiary of Borrower into Borrower (with Borrower as the surviving corporation) or into any other wholly-owned Subsidiary of Borrower;
Mergers and Sale of Assets. (a) Merge or consolidate with or into any Person, except mergers and consolidations of a Subsidiary of Borrower (other than a Coventry Subsidiary) into Borrower or a Guarantor Subsidiary (other than a Coventry Subsidiary) with, if applicable, Borrower as the surviving entity, provided that Borrower and each of its Subsidiaries has executed such amendments to the Loan Documents as the Agent may reasonably determine are appropriate as a result of such merger. This Section 6.3(a) shall not restrict a merger implemented solely to effect a Disposition specified in clause (e) of the definition of "Disposition."
(b) Make any Disposition of its Property other than the sale of Property for cash and/or other Property which in the aggregate have the fair equivalent value to the Property sold; provided, however, that no Property shall be sold by way of Disposition (nor shall there be any related sales of Property) if the value of the Property sold is in excess of $5,000,000.
(c) Notwithstanding the foregoing provisions of this Section 6.3 or any other provision of this Agreement, the following Transfers of Property (including Cash) for reasonably equivalent value are not restricted:
(i) by and among Borrower and any of its wholly-owned Subsidiaries that are not Coventry Subsidiaries; or
(ii) by and among the Coventry Subsidiaries. Notwithstanding the foregoing provisions of this Section 6.3 or any other provision of this Agreement, Transfers of Property (including Cash) by any directly or indirectly wholly-owned Subsidiary of Borrower to its parent corporation(s) are not restricted.
Mergers and Sale of Assets. (a) The word "and" appearing immediately before clause (iv) in Section 5.07(b) is hereby deleted.
(b) The following clause (v) is added to the proviso in Section 5.07(b): "and (v) the sale of assets acquired in or as a direct result of the Xxxxxx Chemical Acquisition."
Mergers and Sale of Assets. Merge or consolidate with or into any Person, or sell all or substantially all of its assets to any Person, except;
