Mergers, Consolidations and Dispositions and Acquisitions of Assets. In any single transaction or series of related transactions, directly or indirectly:
(a) Wind up its affairs, liquidate or dissolve;
(b) Be a party to any merger or consolidation;
(c) Sell, convey, lease, transfer or otherwise dispose of all or any portion of the assets (except for (1) the sale of Inventory in the ordinary course of business for fair and adequate consideration and (2) the sale of equipment, fixtures and other assets in accordance with the terms of Section 7.4(e)(5) below) of the Borrower and/or its Subsidiaries, or agree to take any such action;
(d) Sell, assign, pledge, transfer or otherwise dispose of, or in any way part with control of, any Equity Interests of any of its Subsidiaries or any Indebtedness or obligations of any character of any of its Subsidiaries, or permit any such Subsidiary to do so with respect to any Equity Interests of any other Subsidiary or any Indebtedness or obligations of any character of the Borrower or any of its Subsidiaries, or permit any of its Subsidiaries to issue any additional Equity Interests other than to the Borrower or any wholly-owned Subsidiary of the Borrower; or
(e) Purchase or otherwise acquire, directly or indirectly, in a single transaction or a series of related transactions, all or a substantial portion of the assets of any Person or any shares of Equity Interests of, or similar interest in, any Person; provided, however that notwithstanding the foregoing, any of the following described actions may be undertaken, so long as no Default or Event of Default then exists or would exist immediately after giving effect to the applicable event:
Mergers, Consolidations and Dispositions and Acquisitions of Assets. In any single transaction or series of related transactions, directly or indirectly:
(a) Wind up its affairs, liquidate or dissolve;
(b) Be a party to any merger or consolidation (other than the Merger) and except as permitted under Section 6.4(e);
(c) Sell, convey, lease or otherwise dispose of all or any material part of the assets (except for the sale of inventory in the ordinary course of business) of the Company and/or its Subsidiaries, or agree to take any such action, if such sale, lease or conveyance of assets is not otherwise permitted for the applicable fiscal year by Section 6.4(z) hereof;
(d) Sell, assign, pledge, transfer or otherwise dispose of, or in any way part with control of, any Stock of any of its Subsidiaries or any Indebtedness or obligations of any character of any of its Subsidiaries, or permit any such Subsidiary so to do with respect to any Stock of any other Subsidiary or any Indebtedness or obligations of any character of the Company or any of its other Subsidiaries, or permit any of its Subsidiaries to issue any additional Stock other than (i) to the Company or any of its Subsidiaries or (ii) to purchase or acquire for a consideration any Stock of the Company or any of its other Subsidiaries to the extent permitted under Section 6.11(a) hereof; or
(e) Take any action with a view toward dissolution, liquidation or termination; provided, however, that:
Mergers, Consolidations and Dispositions and Acquisitions of Assets. In any single transaction or series of related transactions, directly or indirectly:
30 35 (a) liquidate or dissolve;
Mergers, Consolidations and Dispositions and Acquisitions of Assets. In any single transaction or series of related transactions, directly or indirectly:
(a) liquidate or dissolve;
(b) be a party to any merger or consolidation;
(c) sell, convey or lease all or substantially all of its assets;
(d) except for the acquisition of PSD, acquire all or a substantial portion of the assets or stock of any person whether by merger or otherwise; or
(e) pledge, transfer or otherwise dispose of any equity interest in any of its Subsidiaries or issue or permit any of its Subsidiaries to issue any additional equity interests except to the Company or another of its Subsidiaries. Nothing in this Agreement shall prohibit the Company from selling obsolete equipment or from replacing used equipment in the ordinary course of business.
Mergers, Consolidations and Dispositions and Acquisitions of Assets. In any single transaction or series of transactions, directly or indirectly: (a) liquidate or dissolve; (b) be a party to any merger or consolidation unless and so long as (i) no Default or Event of Default has occurred that is then continuing, (ii) immediately thereafter and giving effect thereto, no event will occur and be continuing which constitutes a Default, (iii) the Parent or a Subsidiary of the Parent is the surviving Person, and (iv) the surviving Person ratifies and assumes each Loan Document and each "Loan Document" under the Parent Credit Facility to which any party to such merger was a party; (c) sell, convey or lease all or any substantial part of its assets, except for sale of Inventory in the ordinary course of business and except for sales of Property (other than Inventory) in the ordinary course of the Parent's or the applicable Subsidiary's business; (d) pledge, transfer or otherwise dispose of any shares of capital stock of any Subsidiary of the Parent or any Borrowed Money Indebtedness of any Subsidiary of the Parent, or permit any such Subsidiary to issue any additional shares of capital stock other than to the Parent or to acquire any shares of capital stock of any Subsidiary of the Parent, or (e) acquire all or substantially all of the assets of any Person or (except as expressly permitted by Section 8.8 hereof) any shares of stock of or similar interest in any other Person except for Permitted Acquisitions.
Mergers, Consolidations and Dispositions and Acquisitions of Assets. In any single transaction or series of related transactions, directly or indirectly:
(a) liquidate or dissolve;
(b) be a party to any merger or consolidation unless (i) no Default or Event of Default has occurred that is then continuing; (ii) immediately thereafter and giving effect thereto, no event will occur and be continuing which constitutes a Default; (iii) the Company, or the Subsidiary, if any, is the surviving Person; and (iv) the Holders are given at least twenty (20) days prior notice of such merger or consolidation or such lesser number of days as is practicable;
(c) sell, convey or lease all or substantially all of its assets, except for the sale of property in the ordinary course of business; or
(d) pledge, transfer or otherwise dispose of any equity interest in any of its Subsidiaries, if any exist, or issue or permit any of its Subsidiaries, if any exist, to issue any additional equity interests except to the Company or another of its Subsidiaries. Nothing in this Agreement shall prohibit the Company from selling obsolete equipment or from replacing used equipment in the ordinary course of business.
Mergers, Consolidations and Dispositions and Acquisitions of Assets. In any single transaction or series of related transactions, directly or indirectly:
(a) Wind up its affairs, liquidate or dissolve;
(b) Be a party to any merger or consolidation;
(c) Sell, convey, lease, transfer or otherwise dispose of all or any portion of the assets (except for the sale of inventory or the sale of obsolete or worn out fixed assets in the ordinary course of business for fair and adequate consideration, so long as the net proceeds received by the Borrower from any such sale of fixed assets are utilized by the Borrower to pay for the replacement of any such obsolete or worn out fixed assets so sold or are applied as a prepayment against the Loans and other Obligations then outstanding hereunder) of the Borrower and/or any of its Subsidiaries, or agree to take any such action;
(d) Sell, assign, pledge, transfer or otherwise dispose of, or in any way part with control of, any Stock of any of its Subsidiaries or any Indebtedness or obligations of any character of any of its Subsidiaries, or permit any such Subsidiary to do so with respect to any Stock of any other Subsidiary or any Indebtedness or obligations of any character of the Borrower or any of its Subsidiaries, or permit any of its Subsidiaries to issue any additional Stock other than to the Borrower;
(e) Take any board of director or shareholder action with a view toward dissolution, liquidation or termination; or
(f) Purchase or otherwise acquire, directly or indirectly, in a single transaction or a series of related transactions, all or a substantial portion of the assets of any Person or any shares of Stock of, or similar interest in, any Person.
Mergers, Consolidations and Dispositions and Acquisitions of Assets. In any single transaction or series of transactions, directly or indirectly: (a) liquidate or dissolve; (b) be a party to any merger or consolidation, unless a Dollar Borrower (if any Dollar Borrower is involved in the transaction) or DSL (if DSL, but no Dollar Borrower, is involved in the transaction) is the survivor; (c) sell, convey or lease all or any substantial part of its assets, except for sale of Inventory in the ordinary course of business or other property not necessary or useful in the conduct of such Person's business, or (d) except as permitted under Section 7.2, pledge, transfer or otherwise dispose of any shares of capital stock of a Subsidiary or any Debt of a Subsidiary, or permit any Subsidiary to issue any additional shares of capital stock other than to the Dollar Borrowers or their Subsidiaries, or to acquire any shares of capital stock of any Dollar Borrower or any of their Subsidiaries.
Mergers, Consolidations and Dispositions and Acquisitions of Assets. In any single transaction or series of related transactions, directly or indirectly:
(a) Wind up its affairs, liquidate or dissolve;
(b) Be a party to any merger or consolidation;
(c) Sell, convey, lease or otherwise dispose of all or any material part of the assets (except for the sale of inventory in the ordinary course of business) of the Company and/or its Subsidiaries, or agree to take any such action, if such sale, lease or conveyance of assets is not otherwise permitted for the applicable fiscal year by Section 6.4(z) hereof;
(d) Sell, assign, pledge, transfer or otherwise dispose of, or in any way part with control of, any Stock of any of its Subsidiaries or any Indebtedness or obligations of any character of any of its Subsidiaries, or permit any such Subsidiary so to do with respect to any Stock of any other Subsidiary or any Indebtedness or obligations of any character of the Company or any of its other Subsidiaries, or permit any of its Subsidiaries to issue any additional Stock other than (i) to the Company or any of its Subsidiaries or (ii) to purchase or acquire for a consideration any Stock of the Company or any of its other Subsidiaries to the extent permitted under Section 6.11(a) hereof; or
(e) Take any action with a view toward dissolution, liquidation or termination; provided, however, that:
Mergers, Consolidations and Dispositions and Acquisitions of Assets. In any single transaction or series of transactions, directly or indirectly (a) liquidate or dissolve; (b) be a party to any merger or consolidation; (c) sell, convey or lease all or any substantial part of its assets (including any line of business), except for sale of securities in the ordinary course of business; (d) pledge, transfer or otherwise dispose of any shares of capital stock of a Subsidiary or any Indebtedness of a Subsidiary, or permit any Subsidiary to issue any additional shares of capital stock other than to the Borrower or to acquire any shares of capital stock of the Borrower or any Subsidiary; or (e) acquire all or substantially all of the assets or any line of business of any Person, or a majority of stock of or similar interest in any other Person, (other than the acquisition of all of the equity issued by The Edelman Financial Center, LLC) after the date hereof, if (with respect to this clause (e)) the aggregate consideration for such transaction exceeds $15,000,000.
