Mergers, Consolidations and Dispositions and Acquisitions of Assets Sample Clauses

Mergers, Consolidations and Dispositions and Acquisitions of Assets. In any single transaction or series of related transactions, directly or indirectly:
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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.
Sample 1
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 inventory in the ordinary course of business; (d) pledge, transfer or otherwise dispose of any equity interests in a Subsidiary or any indebtedness of a Subsidiary, or permit the Borrower or any Subsidiary to issue any additional equity interests (other than, in the case of a Subsidiary, to the Borrower or a wholly owned Subsidiary of the Borrower); or (e) acquire all or substantially all of the assets or any line of business of any Person, or (except as expressly permitted by Section 6.8) any shares of stock of or similar interest in any other Person.
Sample 1
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.
Sample 1
Mergers, Consolidations and Dispositions and Acquisitions of Assets. Except as otherwise permitted hereby, in any single transaction or series of related transactions, directly or indirectly: (a) Wind up its affairs, terminate, liquidate or dissolve;
Sample 1
Mergers, Consolidations and Dispositions and Acquisitions of Assets. In any single transaction or series of transactions, directly or indirectly: (a) liquidate or dissolve; (b) acquire all or substantially all of the assets of any Person other than an Affiliate that was an Affiliate prior to the signing of this Loan Agreement or any shares of stock of or similar interest in any other Person other than such Affiliate; or (c) create or acquire any subsidiary.
Sample 1
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.
Sample 1
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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 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 Company, or the Subsidiary, if any, is the surviving Person; and (iv) the Purchasers are given at least twenty (20) days' prior notice of such merger or consolidation; (c) sell, convey or lease all or any substantial part of its assets, except for sale of Property in the ordinary course of business, or (d) pledge, transfer or otherwise dispose of any equity interest in any Subsidiary, if any exist, or issue or permit any Subsidiary, if any exist, to issue any additional equity interests except to the Company or another Subsidiary. Nothing in this Agreement shall prohibit the Company from selling obsolete equipment or from replacing used equipment in the ordinary course of business.
Sample 1

Related to Mergers, Consolidations and Dispositions and Acquisitions of Assets

  • Mergers, Consolidations, Sales of Assets and Acquisitions Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or Dispose of (in one transaction or in a series of related transactions) all or any part of its assets (whether now owned or hereafter acquired), or Dispose of any Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of related transactions) all of the assets of any other person or division or line of business of a person, except that this Section 6.05 shall not prohibit:

  • Mergers; Consolidations; Acquisitions Merge or consolidate, or permit any Subsidiary of Borrower to merge or consolidate, with any Person; nor acquire, nor permit any of its Subsidiaries to acquire, all or any substantial part of the Properties of any Person.

  • Merger Consolidation and Disposition of Assets None of the Borrower, any Guarantor, any Operating Subsidiary or any wholly-owned Subsidiary will:

  • Mergers, Consolidations and Sales of Assets (a) The Company will not, and will not permit any Consolidated Subsidiary to, consolidate with or be a party to a merger with any other Person or dispose of all or a substantial part of the assets of the Company and its Consolidated Subsidiaries; provided that:

  • Liquidations, Mergers, Consolidations, Acquisitions Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person, provided that

  • Reorganizations, Mergers, Consolidations or Sales of Assets If at any time or from time to time after the date hereof there is a capital reorganization of the Common Stock (other than a recapitalization, subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section 4) or a merger or consolidation of the Corporation with or into another corporation, or the sale of all or substantially all of the Corporation's properties and assets to any other person or entity, then, as a part of such reorganization, merger, consolidation or sale, provision shall be made so that the holder of this Warrant shall thereafter be entitled to receive upon exercise of this Warrant the number of shares of stock or other securities or property of the Corporation, or of the successor corporation resulting from such merger or consolidation or sale, for which a holder of the number of shares of Common Stock deliverable upon exercise would have been entitled on such capital reorganization, merger, consolidation, or sale. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4 with respect to the rights of the holder of this Warrant after the reorganization, merger, consolidation or sale to the end that the provisions of this Section 4 (including adjustment of the Warrant Price then in effect and the number of shares purchasable upon exercise of this Warrant) shall be applicable after that event and be as nearly equivalent as may be practicable.

  • MERGER, CONSOLIDATION OR DISPOSITION OF ASSETS In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock of the Company), or sell, transfer or otherwise dispose of all or substantially all its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation ("Other Property"), are to be received by or distributed to the holders of Common Stock of the Company, then Holder shall have the right thereafter to receive, upon exercise of this Warrant, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Warrant to be performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to provide for adjustments of shares of Common Stock for which this Warrant is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 11. For purposes of this Section 11, "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 11 shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.

  • Fundamental Changes; Disposition of Assets; Acquisitions No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor), exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Capital Expenditures in the ordinary course of business) the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, except:

  • Mergers, Consolidations, Amalgamations or Replacements of the Trust The Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.5 or Section 9.4. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Holders of the Preferred Securities, the Property Trustee or the Delaware Trustee, the Trust may merge with or into, consolidate, amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any State, provided, that:

  • Merger, Consolidation, Acquisition and Sale of Assets (a) Enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or stock of any Person or permit any other Person to consolidate with or merge with it.

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