Mergers; Asset Sales. Neither the Borrower nor any of its Subsidiaries shall (i) become a party to a merger or consolidation, (ii) sell, lease or otherwise dispose of assets, other than (A) sales of inventory in the ordinary course of business and (B) disposals of obsolete, worn-out or surplus property, (iii) make any changes in the corporate structure or identity of the Borrower or any of its Subsidiaries or (iv) enter into any agreement to do any of the foregoing; provided, that, any Credit Party (other than the Borrower) may merge with and into the Borrower or any Credit Party upon not less than twenty (20) days’ prior written notice to the Agent of such merger. For the avoidance of doubt, sales and other dispositions of assets which either are not prohibited by this Section 6.1(g) or are expressly consented to by the Agent shall be deemed permitted sales of assets for all purposes of this Agreement, including, without limitation, Section 11.1(e).
Mergers; Asset Sales. No Borrower will or will permit any Subsidiary to:
Mergers; Asset Sales. (a) The Company shall not, and shall not permit any other Borrower or any other of its Significant Subsidiaries to, merge or consolidate with any Person; PROVIDED, HOWEVER, that the Company or any other Borrower or any other Significant Subsidiary thereof may merge with another Person if (i) in the case of a merger involving the Company, the Company is the surviving corporation, (ii) in the case of a merger involving another Borrower, such Borrower is the surviving corporation, (iii) in the case of a merger involving a Significant Subsidiary, or other Subsidiary of the Company, the surviving corporation shall be a Subsidiary of the Company, and (iv) after giving effect to such merger, no Potential Default or Event of Default would then exist; and PROVIDED FURTHER that notwithstanding anything to the contrary in this Section 6.07, the Company may sell any of its other Subsidiaries to a third party by way of a merger transaction so long as such sale is otherwise permitted under this Agreement.
Mergers; Asset Sales. Neither the Borrower nor any other Credit Party shall (i) become party to a merger or consolidation, (ii) sell, lease or otherwise dispose of assets, other than (A) disposals (other than those described in clauses (C) and (D) below) of assets that do not constitute Media Assets, not to exceed in the aggregate $1,000,000 per Fiscal Year and (B) disposals of obsolete, worn-out or surplus property, (C) the sale of all of the Borrower’s equity interest in Hyperlink E-data International Ltd., a British Virgin Islands company, so long as the Borrower receives Net Cash Proceeds from such sale in excess of $10,000,000, and such Net Cash Proceeds are used to pay the Earn-Out Consideration, and (D) the sale of all of the Borrower’s equity interest in, or the sale of all or substantially all of the assets of, the Convey Companies, so long as the Borrower receives Net Cash Proceeds from such sale in excess of $50,000,000 and such Net Cash Proceeds are used to pay the Earn-Out Consideration, (iii) make any changes in the corporate structure or identity of the Borrower or any other Credit Party which has a Material Adverse Effect on the Borrower and/or such Credit Party or (iv) enter into any agreement to do any of the foregoing; provided, that, any Credit Party (other than the Borrower) may merge with and into the Borrower or any other Credit Party upon not less than twenty (20) days’ prior written notice to the Agent of such merger. For the avoidance of doubt, sales and other dispositions of assets which either are not prohibited by this Section 6.1(g) or are expressly consented to by the Agent shall be deemed permitted sales of assets for all purposes of this Agreement, including, without limitation, Section 11.1(e)
Mergers; Asset Sales. (i) Become, or cause or permit any of its Covered Subsidiary to become, party to a merger or consolidation, (ii) sell, lease or otherwise dispose of, or cause any of its Covered Subsidiaries to sell, lease or otherwise dispose of, assets other than (A) in the ordinary course and not to exceed in the aggregate $500,000 per Fiscal Year and (B) disposals of obsolete, worn out or surplus property, (iii) make any changes in the corporate structure or identity of the Company or any other Covered Subsidiary which has a Material Adverse Effect on the Company and/or such Covered Subsidiary or (iv) enter into any agreement to do any of the foregoing; provided, that, any Covered Subsidiary (other than the Company) may merge with and into the Company or any other Covered Subsidiary upon not less than thirty (30) days' prior written notice to the Agent of such merger;
Mergers; Asset Sales. None of the Borrowers, any Subsidiary of such Borrower or any other Credit Party shall (A) become party to a merger or consolidation or change the jurisdiction of its domicile, (B) purchase, sell, lease or otherwise dispose of assets other than in the ordinary course, (C) make any changes in the corporate structure or identity of such Borrower, its Subsidiaries or any other Credit Party which, individually or in the aggregate, has a material adverse effect on such Borrower and/or any of its Subsidiaries or (D) except for sales, leases, transfers and dispositions of assets from any Borrower to a Guarantor or a Borrower of any other Borrower or from any Subsidiary of any Borrower to any Borrower or Guarantor, sell, lease (as a lessee), transfer or otherwise dispose of assets other than sales of inventory (or other assets) in the ordinary course of business, specifically excluding from this prohibition (i) any sales of obsolete or surplus equipment or equipment that is no longer in useful in the ordinary course of such Credit Party's business, (ii) [Reserved], (iii) sales of any accounts receivable that have been fully reserved for or written down and/or any compromises or settlements of accounts receivable entered into in the ordinary course of business in an amount not to exceed $250,000 per year in face of amount of such accounts receivable, (iv) any sale of the assets related to Borrowers' "video library" business, and (v) transactions related to rental, lease or licensing or customer lists and programs and similar rights to third-party users in the ordinary course of business; provided, that, any Subsidiary of such Borrower may merge with and into such Borrower or any other Subsidiary of such Borrower upon not less than thirty (30) days' prior written notice to the Agent of such merger; provided, further, that any proceeds received pursuant to clause (iv) shall, no later than the first Business Day following such receipt, be applied in the following manner: (x) 50% shall be applied to the repayment of the Term Loan, which prepayment shall be applied to permanently repay and reduce the Term Loan as set forth in Section 2.9, and (y) 50% shall be used as working capital solely to pay advertising and marketing expenses of the Borrowers (for the avoidance of doubt, no amounts under this clause (y) shall be applied toward the repayment of any other debt of the Borrowers).
Mergers; Asset Sales. Neither the Borrower nor any of its Subsidiaries shall (i) consummate a merger, amalgamation or consolidation, (ii) effect any disposition of assets, (iii) purchase, sell, lease or otherwise dispose of assets other than in the ordinary course, (iv) make any changes in the corporate structure or identity of the Borrower or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect or (v) enter into any binding agreement to do any of the foregoing; other than any of the following so long as (x) the Net Asset Sale Proceeds from any of the sales, disposals, transactions or actions described in the clauses below in this Section 6.1(g) are used to prepay the Loans in accordance with Section 2.12(b),
Mergers; Asset Sales. None of the Borrower, any of its Subsidiaries or any other Credit Party shall (i) become party to a merger or consolidation, (ii) effect any disposition of assets other than in the ordinary course and except for other dispositions of assets with a value of up to $100,000 per Fiscal Year, (iii) purchase, sell, lease or otherwise dispose of assets other than (A) in the ordinary course and (B) disposals of obsolete, worn out or surplus property,
