Mergers, Consolidations and Asset Sales. Neither the Borrowers nor any Restricted Subsidiary will wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (including, in each case, pursuant to a Delaware LLC Division), or make any Asset Sale, except for the following (and in each case, to the extent applicable, the Net Available Proceeds therefrom shall be applied as specified in Section 2.04(b)(iii)):
Mergers, Consolidations and Asset Sales. Neither the Borrower nor any Restricted Subsidiary will wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation, or make any Asset Sale, except for:
Mergers, Consolidations and Asset Sales. (a) The Company will not, and will not permit any of its Subsidiaries to, be a party to any merger or consolidation or engage in any Asset Sale of all or a “substantial part” of the consolidated assets (including assets consisting of stock) of the Company and its Subsidiaries, except for any such merger or consolidation (x) by any Subsidiary into or with the Company or into or with any Subsidiary, (y) by any Subsidiary provided the survivor is a Subsidiary or (z) by the Company provided the Company is the surviving corporation. As used in this Section 6.11(a), an Asset Sale shall be deemed to be of a “substantial part” of the consolidated assets of the Company and its Subsidiaries if the book value of such assets (excluding accounts receivable transferred as part of a Permitted Receivables Transaction), when added to the book value of all such other assets (including assets consisting of stock) sold, leased, transferred or disposed of by the Company and its Subsidiaries during any fiscal year (other than inventory in the ordinary course of business) exceeds 10% of their consolidated assets (including assets consisting of stock) as of the date of the most recently ended Fiscal Year.
Mergers, Consolidations and Asset Sales. (a) Merge, consolidate, divide (including by way of an LLC division), or otherwise reorganize with or into any Person or acquire all or a material portion of any Person’s assets or Equity Interests, other than a Permitted Restructuring Transaction.
Mergers, Consolidations and Asset Sales. (a) The Borrower will not, and will not permit any of its Subsidiaries to, be a party to any merger or consolidation or engage in any Asset Sale of all or a “substantial part” of the consolidated assets (including assets consisting of stock) of the Borrower and its Subsidiaries, except for any such merger or consolidation (x) by any Subsidiary into or with the Borrower or into or with any Subsidiary, (y) by any Subsidiary provided the survivor is a Subsidiary or (z) by the Borrower provided the Borrower is the surviving corporation. As used in this Section 6.11(a), an Asset Sale shall be deemed to be of a “substantial part” of the consolidated assets of the Borrower and its Subsidiaries if the book value of such assets (excluding accounts receivable transferred as part of a Permitted Receivables Transaction), when added to the book value of all such other assets (including assets consisting of stock) sold, leased, transferred or disposed of by the Borrower and its Subsidiaries during any fiscal year (other than inventory in the ordinary course of business) exceeds 10% of the book value of their consolidated assets (including assets consisting of stock) as of the date of the most recently ended fiscal year.
Mergers, Consolidations and Asset Sales. Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of such Person, except that, provided that there is not then in existence any Event of Default and no Event of Default will occur as a result of such a transaction, any of the Borrowers, the Guarantors or the Pledged Entities may enter into a merger or consolidation in which such Person is the surviving entity.
Mergers, Consolidations and Asset Sales. If at any time there shall be a merger or consolidation of the Corporation with or into another corporation, or the sale of the Corporation's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such merger, consolidation or sale, lawful provision shall be made so that Purchaser shall thereafter be entitled to receive upon exercise of the Option, during the period specified in the Option and upon payment of the purchase price or by effecting a net exercise, the number of shares of stock or other securities or property of the Corporation or the successor corporation resulting from such merger, consolidation or sale, to which a holder of the Common Stock deliverable upon exercise of the Option would have been entitled under the provisions of the agreement in such merger, consolidation or sale if the Option had been exercised immediately before that merger, consolidation or sale. In any such case, appropriate adjustment (as determined in good faith by the Corporation's Board of Directors) shall be made in the application of the provisions of the Option with respect to the rights and interests of Purchaser after the merger, consolidation or sale to the end that the provisions of the Option (including adjustment of the Per Share Option Exercise Price then in effect and the number of Option Shares) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of the Option.
Mergers, Consolidations and Asset Sales. (a) The Company will not, and will not permit the UK Borrower to, be a party to any merger or consolidation, except for any such merger or consolidation (i) by the Company (provided the Company is the survivor), (ii) by the UK Borrower (provided the UK Borrower is the survivor) or (iii) by the Company or the UK Borrower; provided that, in each case of any such merger or consolidation of the Company or the UK Borrower with or into another Person (such that the Company or the UK Borrower is not the surviving corporation), the Person with or into which the Company or the UK Borrower is merged or consolidated shall (A) prior to or simultaneously with such merger or consolidation agree to be bound by the terms hereof and of the Credit Documents and assume the Company’s or the UK Borrower’s obligations hereunder and thereunder pursuant to an agreement or instrument satisfactory in form and substance to the Administrative Agent (and shall thereafter be the Company or the UK Borrower, as applicable, hereunder), (B) have promptly provided such documentation and other information requested by the Administrative Agent and each Lender in order to enable compliance with requirements of the PATRIOT Act, applicable “know your customer” and anti-money laundering rules and regulations, (C) (i) with respect to the Company, be a corporation organized under the laws of the United States or any State thereof and (ii) with respect to the UK Borrower, be a company organized under the laws of England and (D) have current public ratings from S&P and Xxxxx’x with respect to its non-credit-enhanced, senior unsecured long-term debt of BBB- and Baa3, respectively, or better (in each case with a stable or better outlook).
Mergers, Consolidations and Asset Sales. The Parent Company will not, nor will it permit any of its Subsidiaries to, be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any substantial part of its assets. Provided that no Event of Default has occurred, nothing contained in this Section 5.10 shall be deemed to prohibit the Parent Company and its Subsidiaries from the sale of inventory in the ordinary course of business.
Mergers, Consolidations and Asset Sales. The Company will not, nor will it permit any of its Subsidiaries to, be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any substantial part of its capital stock or assets. Provided that no Event of Default has occurred, nothing contained in this Section 5.09 shall be deemed to prohibit the Company and its Subsidiaries from (i) the sale of inventory in the ordinary course of business or excess or obsolete inventory in an aggregate maximum amount not to exceed $250,000 in any fiscal year, (ii) licenses and similar arrangements for the use of the property of Company or its Subsidiaries in the ordinary course of business; (iii) sales or other dispositions of worn-out or obsolete equipment; (iv) sales or other dispositions of other assets of Company or its Subsidiaries that do not in the aggregate exceed $250,000 during any fiscal year; or (v) engaging in the transactions described on Schedule 5.09.
