Mergers; Consolidation. Panhandle Eastern will not merge into or consolidate with any Person or permit any Person to merge into it, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or permit any of its Subsidiaries to do so, except that:
(a) any Subsidiary of Panhandle Eastern may merge into or consolidate with Panhandle Eastern, provided that Panhandle Eastern is the continuing or surviving Person;
(b) any Subsidiary of Panhandle Eastern may merge into or consolidate with any other Subsidiary of Panhandle Eastern; provided that if such Subsidiary is the Borrower, such transaction shall comply with Section 7.3(c);
(c) any Subsidiary of Panhandle Eastern may be liquidated or dissolved if Panhandle Eastern determines in good faith that such liquidation or dissolution is in the best interest of Panhandle Eastern and is not materially disadvantageous to the Banks;
(d) any Subsidiary of Panhandle Eastern may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that either (i) the Person surviving such merger shall be a Subsidiary of Panhandle Eastern or (ii) such transaction complies with Sections 6.6(b), 7.3 and 7.4; and
(e) Panhandle Eastern may merge with any Person; provided that if Panhandle Eastern is not the surviving entity, the surviving entity agrees to assume and be bound by the terms and conditions of this Agreement pursuant to documentation satisfactory to the Agent to such effect; provided that in each case, immediately before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and such transaction shall not cause or have caused a Material Adverse Effect.
Mergers; Consolidation. The Company will not merge or consolidate with any Person or sell, assign, lease, or otherwise dispose of (whether in one transaction or in a series of transactions), all or substantially all of its assets (whether now owned or hereafter acquired) to any Person.
Mergers; Consolidation. Borrower will not merge or consolidate with any Person, dissolve, wind up its affairs, or sell, assign, lease, or otherwise dispose of (whether in one transaction or in a series of transactions), all or substantially all of its assets (whether now owned or hereafter acquired) to any Person.
Mergers; Consolidation. The Borrower will not dissolve, reorganize or undergo any change in its corporate structure without the prior written consent of the Bank.
Mergers; Consolidation. The Company will not and will not permit any Subsidiary to merge or consolidate with any Person, dissolve, wind up its affairs, or sell, assign, lease, or otherwise dispose of (whether in one transaction or in a series of transactions), all or substantially all of its assets (whether now owned or hereafter acquired) to any Person without the consent of the Bank which shall not be unreasonably withheld.
Mergers; Consolidation. Borrower shall not merge or consolidate with any Person, dissolve, wind up its affairs, or sell, assign, lease, or otherwise dispose of (whether in one transaction or in a series of transactions), all or substantially all of its assets (whether now owned or hereafter acquired) to any Person, except where either (y) Borrower is the survivor of such transaction or (z) such Person becomes a Borrower hereunder as of the date of such transaction and such further assurances with respect to any such transaction reasonably satisfactory to the Lender are delivered on or before the effective date of such transaction.
Mergers; Consolidation. The Company will not merge or consolidate with any Person or sell, assign, lease, or otherwise dispose of (whether in one transaction or in a series of transactions), all or substantially all of its assets (whether now owned or hereafter acquired) to any Person; PROVIDED, that this Section shall not prohibit any merger or consolidation so long as (a) such merger or consolidation does not (i) materially and adversely affect the financial condition of the Company and (ii) materially and adversely affect the Collateral of the Lender (as defined in the Security Instruments) and (b) the surviving entity of such merger or consolidation acknowledges that it is bound by the terms of this Agreement and the Security Instruments in writing and takes such action as is required by the Lender to maintain its security interest in the Collateral (as defined in the Security Instruments).
Mergers; Consolidation. The Company will not merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it, or sell all or substantially all of its assets. except that the Company may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; PROVIDED, HOWEVER, that (i) the Company shall be the corporation which survives such merger or results from such consolidation; (ii) immediately after the consummation of the transaction, and after giving effect thereto, the Company would be permitted by the provisions of this Article VIII to incur additional Indebtedness: and (iii) before and immediately after the consummation of the transaction, and after giving effect thereto, no Event of Default, or event which with notice or lapse of time or both would become an Event of Default, exists or would exist.
Mergers; Consolidation. The Company will not merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it, or sell all or substantially all of its assets; EXCEPT that the Company may permit any other Person to merge into or consolidate with it if (i) the Company shall be the corporation which survives such merger or results from such consolidation, (ii) immediately after the consummation of the transaction, and after giving effect thereto, the Company would be permitted by the provisions of this ARTICLE VIII to incur additional Indebtedness, and (iii) before and immediately after the consummation of the transaction, and after giving effect thereto, no Event of Default, or event which with notice or lapse of time or both would become an Event of Default, exists or would exist.
Mergers; Consolidation. Except as permitted under Section ----------------------- 7.06
