Mergers, Consolidations and Acquisitions. The Borrower will not merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of any other Person (whether directly by purchase, lease or other acquisition of all or substantially all of the assets of such Person or indirectly by purchase or other acquisition of all or substantially all of the capital stock of such other Person) other than the acquisition of the Receivables and Related Assets pursuant to the Sale Agreement.
Mergers, Consolidations and Acquisitions. The Borrower shall not, and shall not permit any Significant Subsidiary (without the consent of the Required Lenders, not to be unreasonably withheld) to, merge with or into or consolidate with any other person, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of any other person (whether directly by purchase, lease or other acquisition of all or substantially all of the assets of such person or indirectly by purchase or other acquisition of all or substantially all of the capital stock of such other person) other than acquisitions in the ordinary course of the Borrower’s or such Significant Subsidiary’s business, except that, if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, (a) the Borrower or any Significant Subsidiary may merge with or into or consolidate with the Borrower or any Subsidiary, provided that, in any transaction involving the Borrower, the Borrower is the surviving person, (b) the Borrower or any Significant Subsidiary may purchase, lease or otherwise acquire from any Subsidiary all or substantially all of its assets, (c) the Borrower may merge with or into or consolidate with any other person so long as (i) in the case where the business of such other person, or an Affiliate of such other person, entirely or primarily consists of an electric or gas utility business, (A) if the Borrower is the surviving person, then, immediately after such merger or consolidation, the Senior Debt Rating assigned to the applicable Indebtedness of the Borrower by two nationally recognized credit-rating agencies shall be equal to or higher than Lowest Investment Grade and (B) if the Borrower is not the surviving person, (1) the surviving person shall assume in writing the obligations of the Borrower under this Agreement and any other Loan Documents and (2) immediately after such merger or consolidation, the ratings assigned to the most senior secured public Indebtedness of the surviving person by two nationally recognized credit rating agencies shall be equal to or higher than the ratings comparable to the Second Lowest Investment Grade, and (ii) in the case where such other person’s business does not entirely or primarily consist of an electric or gas utility business, (A) the assets of such person at the time of such consolidation or merger do not exceed 10% of the total assets of the Borrower ...
Mergers, Consolidations and Acquisitions. (i) The Master Servicer will not, nor will it permit any subservicer, to merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of any other Person (whether directly by purchase, lease or other acquisition of all or substantially all of the assets of such Person or indirectly by purchase or other acquisition of all or substantially all of the capital stock of such other Person) other than acquisitions in the ordinary course of their business, except that if at the time thereof and immediately after giving effect thereto no Liquidation Event or Unmatured Liquidation Event shall have occurred and be continuing (A) the Master Servicer or such subservicer may merge or consolidate with any Subsidiary (other than Seller) in a transaction in which such Master Servicer or such subservicer is the surviving corporation, and (B) the Master Servicer or such subservicer may purchase, lease or otherwise acquire from any Subsidiary (other than Seller) all or substantially all of its assets and may purchase or otherwise acquire all or substantially all of the capital stock of any Person who immediately thereafter is a Subsidiary.
Mergers, Consolidations and Acquisitions. (a) Merge, dissolve, liquidate, consolidate with or into another Person or make an Asset Sale 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 or in favor of any Person, or acquire all or substantially all of the assets or more than fifty percent (50%) (or other interest that would require consolidation of the acquired Person with the Borrower under GAAP) of the Equity Interests of any other Person, except that, so long as no Default or Event of Default exists or would result therefrom (x) a Restricted Subsidiary may merge into the Borrower or a Restricted Subsidiary (provided that in the case of any merger (A) involving the Borrower, the Borrower shall be the surviving corporation, (B) involving a Wholly Owned Subsidiary (other than a merger covered by the foregoing clause (A)), a Wholly Owned Subsidiary shall be the surviving corporation and (C) involving a Loan Party (other than a merger covered by the foregoing clause (A)), a Loan Party shall be the surviving corporation) and (y) a Restricted Subsidiary may (i) make a Disposition of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or a Loan Party and (ii) dissolve if all of its remaining assets are transferred to the Borrower or a Loan Party.
Mergers, Consolidations and Acquisitions. Reorganized Prism ---------------------------------------- shall not (a) enter into any transaction of merger or consolidation or contemplating the sale or transfer of all or substantially all of its assets; or (c) make any material change in the nature of its business as conducted and presently proposed to be conducted; or (d) change the form of organization of its business; provided, however, that nothing herein shall prevent Reorganized Prism from selling the Film Library (subject, however, to the conditions set forth in Section 6 of the Security Agreement), or from entering into a transaction of merger where (i) Reorganized Prism is the surviving party; (ii) upon the consummation of such merger, 50% or more in interest of the stockholders of Reorganized Prism own and control 50% or more of the voting equity of the combined company; (iii) a majority of the board of directors of the combined company consist of directors of Reorganized Prism immediately prior to such merger; and (iv) the terms of the Supply Agreement will continue to apply.
Mergers, Consolidations and Acquisitions. Borrower will not, and will not permit any Subsidiary to, merge or consolidate with any other Person or acquire any other Person, except that:
Mergers, Consolidations and Acquisitions. Liquidate or dissolve, consolidate with, or merge into or with, any other Person, except for: (i) mergers and consolidations of a Seller with one or more other Sellers (so long as in any such transaction involving Quest Diagnostics, Quest Diagnostics is the survivor), and (ii) other mergers or consolidations that do not constitute Material Acquisitions, provided that, in each of the foregoing cases:
Mergers, Consolidations and Acquisitions. (a) The Borrower will not (directly or indirectly through any Subsidiary), and will not suffer a Subsidiary to, merge with or consolidate with any Person (whether or not such merger or consolidation requires any capital expenditures on the part of the Borrower), or acquire by lease, purchase or otherwise all or substantially all of the assets of any Person.
Mergers, Consolidations and Acquisitions of Assets. In any single transaction or series of related transactions, directly or indirectly: (a) enter into any transaction of merger or consolidation, (b) liquidate, windup or dissolve itself or (c) except for leases of Property executed in the ordinary course of business, convey, sell, lease, sublease, transfer or otherwise dispose of all or any substantial part of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, whether now owned or hereafter acquired; provided, however, that: (i) a Person may merge with and into the Borrower or any Obligor so long as (x) the Borrower or such Obligor is the survivor of such merger, (y) immediately prior to the merger, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence and (z) the Borrower shall have given the Agent and the Lenders at least ten (10) Business Days’ prior written notice of such merger (except that such prior notice shall not be required in the case of the merger of a Subsidiary with and into the Borrower) and (ii) the Borrower and each Subsidiary may sell, transfer or dispose of assets among themselves to the extent permitted by Section 6.10
Mergers, Consolidations and Acquisitions. Liquidate or dissolve, consolidate with, or merge into or with, any other Person without the consent of Buyer and if such merger could reasonably be expected to have a Material Adverse Effect or to result in a material adverse change in the nature or characteristics of outstanding Receivables taken as a whole, provided that, in connection with any consolidation or merger (regardless of whether Buyer and its assigns’ consent is required pursuant hereto):
