Common use of Mergers, Consolidations and Sales Clause in Contracts

Mergers, Consolidations and Sales. The Company shall not, nor shall it permit any Subsidiary to, be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any substantial part of its Property (excluding any disposition of Property as part of a sale and leaseback transaction) or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that this Section shall not apply to nor prohibit: (a) the merger or consolidation of any Subsidiary with or into the Company or any other Subsidiary (including any corporation which, after giving effect to such transaction, will become a Subsidiary) so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation and in any merger or consolidation not involving the Company, a Subsidiary shall be the surviving or continuing corporation; (b) the merger or consolidation of the Company with or into any other corporation if the Company shall be the surviving or continuing corporation and at the time of such consolidation or merger and after giving effect thereto no Default or Event of Default shall have occurred and be continuing; and (c) the sale, lease or other disposition by any Subsidiary of all or any substantial part of its assets to the Company or any other Subsidiary. The term “substantial” as used herein shall mean the sale, transfer, lease or other disposition of 20% of the total assets of the Company.

Mergers, Consolidations and Sales. The Company shall notwill not merge or consolidate with or into, nor shall it or convey, transfer or otherwise dispose of (whether in one transaction or a series of transactions) any of its Property (whether now owned or hereafter acquired) to, or acquire all or substantially all of the assets of, any Person, or permit any Subsidiary toto do so; provided, however, that the Company may merge or consolidate with another Person, including a Subsidiary, if (A) the Company is the surviving corporation, (B) the Company will be a party to any in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation, and (C) the Company will not engage in any material line of business substantially different from that engaged in on the date hereof and; provided further, that so long as no Default or sellEvent of Default exists this Section shall not apply to nor operate to prevent: (a) the sale, transfer, lease transfer or otherwise dispose other disposition of all Property of the Company and its Subsidiaries to one another in the ordinary course of its business; (b) the merger of any Subsidiary with and into the Company or any substantial part other Subsidiary, provided that, in the case of any merger involving the Company, the Company is the corporation surviving the merger; (c) the sale, transfer or other disposition of (i) any tangible personal property that, in the reasonable business judgment of the Company or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business, or (ii) for the avoidance of doubt, capital stock of the Company held by the Company as treasury stock; and (d) the sale, transfer or other disposition of Property of the Company or any Subsidiary (excluding including any disposition of Property as part of a sale and leaseback transaction) or in any event sell or discount (with or without recourse) any of its notes or accounts receivable); provided, howeverthat if the Gross Book Value of such sale, that this Section shall not apply transfer or disposition during any Fiscal Quarter exceeds $10,000,000 and together with any other sales, transfers or dispositions made during such Fiscal Quarter in the aggregate exceed an amount equal to nor prohibit: (a) the merger $100,000,000, then for such sales, transfers or consolidation of any Subsidiary with or into dispositions, the Company or any other Subsidiary (including any corporation whichshall provide to the holders of Notes covenant calculations for the covenants contained in Section 10.9, showing that, after giving effect to such transactionsales, will become a Subsidiary) so long as in any merger transfers or consolidation involving the Companydispositions, the Company shall be in pro forma compliance with such covenants for the surviving or continuing corporation and in any merger or consolidation not involving the Company, a Subsidiary shall be the surviving or continuing corporation; (b) the merger or consolidation of the Company with or into any other corporation if the Company shall be the surviving or continuing corporation and at the time of such consolidation or merger and after giving effect thereto no Default or Event of Default shall Fiscal Quarter then most recently ended for which financial statements have occurred and be continuing; and (c) the sale, lease or other disposition by any Subsidiary of all or any substantial part of its assets to the Company or any other Subsidiary. The term “substantial” as used herein shall mean the sale, transfer, lease or other disposition of 20% of the total assets of the Companybeen provided hereunder.

Mergers, Consolidations and Sales. The Company shall not, nor shall it permit any Subsidiary to, be a party to any merger will not merge or consolidationconsolidate with or into, or sellconvey, transfer, lease or otherwise dispose of all (whether in one transaction or a series of transactions) any substantial part of its Property (excluding whether now owned or hereafter acquired) to, or acquire all or substantially all of the assets of, any Person, or permit any Subsidiary to do so; provided, however, that the Company may merge or consolidate with another Person, including a Subsidiary, if (A) the Company is the surviving corporation, (B) the Company will be in pro forma compliance with all provisions of this Agreement upon and after such merger or consolidation, and (C) the Company will not engage in any material line of business substantially different from that engaged in on the date hereof and; provided further, that so long as no Default or Event of Default exists this Section shall not apply to nor operate to prevent: (a) the sale, transfer, lease or other disposition of Property of the Company and its Subsidiaries to one another in the ordinary course of its business; (b) the merger of any Subsidiary with and into the Company or any other Subsidiary, provided that, in the case of any merger involving the Company, the Company is the corporation surviving the merger; (c) the sale, transfer or other disposition of (i) any tangible personal property that, in the reasonable business judgment of the Company or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business, or (ii) for the avoidance of doubt, capital stock of the Company held by the Company as treasury stock; and (d) the sale, transfer, lease or other disposition of Property of the Company or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) or in any event sell or discount (with or without recourse) any of its notes or accounts receivable); provided, howeverthat if such sale, that this Section shall not apply transfer, lease or disposition during any Fiscal Quarter exceeds 2% of the Applicable Total Asset Value and together with any other sales, transfers, leases or dispositions made during such Fiscal Quarter in the aggregate exceed an amount equal to nor prohibit: (a) 10% of the merger Applicable Total Asset Value, then for such sales, transfers, leases or consolidation of any Subsidiary with or into dispositions, the Company or any other Subsidiary (including any corporation whichshall provide to the holders of Notes covenant calculations for the covenants contained in Section 10.10, showing that, after giving effect to such transactionsales, will become a Subsidiary) so long as in any merger transfers, leases or consolidation involving the Companydispositions, the Company shall be in pro forma compliance with such covenants for the surviving or continuing corporation and in any merger or consolidation not involving the Company, a Subsidiary shall be the surviving or continuing corporation; (b) the merger or consolidation of the Company with or into any other corporation if the Company shall be the surviving or continuing corporation and at the time of such consolidation or merger and after giving effect thereto no Default or Event of Default shall Fiscal Quarter then most recently ended for which financial statement have occurred and be continuing; and (c) the sale, lease or other disposition by any Subsidiary of all or any substantial part of its assets to the Company or any other Subsidiary. The term “substantial” as used herein shall mean the sale, transfer, lease or other disposition of 20% of the total assets of the Companybeen provided hereunder.

Mergers, Consolidations and Sales. The Company shall not, nor shall it permit any Subsidiary to, be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any substantial part of its Property (excluding any disposition of Property as part of a sale and leaseback transaction) or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that this Section shall not apply to nor prohibit: : (a) the merger or consolidation of any Subsidiary with or into the Company or any other Subsidiary (including any corporation which, after giving effect to such transaction, will become a Subsidiary) so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation and in any merger or consolidation not involving the Company, a Subsidiary shall be the surviving or continuing corporation; ; (b) the merger or consolidation of the Company with or into any other corporation if the Company shall be the surviving or continuing corporation and at the time of such ‑41‑ consolidation or merger and after giving effect thereto no Default or Event of Default shall have occurred and be continuing; and and (c) the sale, lease or other disposition by any Subsidiary of all or any substantial part of its assets to the Company or any other Subsidiary. The term “substantial” as used herein shall mean the sale, transfer, lease or other disposition of 20% of the total assets of the Company.

Mergers, Consolidations and Sales. The Company shall not, nor shall it permit any Subsidiary to, be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any substantial part of its Property (excluding any disposition of Property as part of a sale and leaseback transaction) or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; providedPROVIDED, howeverHOWEVER, that this Section shall not apply to nor prohibit: : (a) the merger or consolidation of any Subsidiary with or into the Company or any other Subsidiary (including any corporation which, after giving effect to such transaction, will become a Subsidiary) so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation and in any merger or consolidation not involving the Company, a Subsidiary shall be the surviving or continuing corporation; ; (b) the merger or consolidation of the Company with or into any other corporation if the Company shall be the surviving or continuing corporation and at the time of such consolidation or merger and after giving effect thereto no Default or Event of Default shall have occurred and be continuing; and and (c) the sale, lease or other disposition by any Subsidiary of all or any substantial part of its assets to the Company or any other Subsidiary. The term “substantial” as used herein shall mean the sale, transfer, lease or other disposition of 20% of the total assets of the Company.

Mergers, Consolidations and Sales. The Company Borrower shall not, nor shall it permit any Subsidiary to, be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any substantial part substantially all of its Property (excluding Property, including any disposition of substantially all of its Property as part of a sale and leaseback transaction) , or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that this Section shall not apply to nor prohibit: operate to prevent the following: (a) the merger or consolidation by the Borrower with any Person, firm or corporation (other than the Borrower), to the extent such transactions, when taken together with acquisitions permitted by Section 8.9(i) hereof, do not exceed $100,000,000 in value in the aggregate during the term of this Agreement and, with respect to any Subsidiary with or into the Company or any other Subsidiary (including any corporation which, after giving effect to such transaction, will become a Subsidiary) so long as in any merger or consolidation involving the Companyconsolidation, the Company shall be Borrower is the entity surviving or continuing corporation and in any the merger or consolidation not involving the Company, a Subsidiary shall be the surviving or continuing corporation; consolidation; (b) the merger of any Subsidiary with and into Borrower or consolidation any other Subsidiary; provided that, in the case of any merger involving Borrower, Borrower is the Person surviving the merger; and (c) the liquidation or dissolution of any Subsidiary of the Company with or into any other corporation Borrower if the Company shall be Borrower determines in good faith that such liquidation or dissolution is in the surviving or continuing corporation best interest of the Borrower and at is not materially disadvantageous to the time of such consolidation or merger Lenders; provided, however, that in each case, immediately before and after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing; and (c) the sale, lease or other disposition by any Subsidiary of all or any substantial part of its assets to the Company or any other Subsidiary. The term “substantial” as used herein shall mean the sale, transfer, lease or other disposition of 20% of the total assets of the Company.

Mergers, Consolidations and Sales. The Company shall not, nor shall it permit any Subsidiary to, be a party to any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any substantial part of its Property (excluding any disposition of Property as part of a sale and leaseback transaction) or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; provided, however, that this Section shall not apply to nor prohibit: : (a) the merger or consolidation of any Subsidiary with or into the Company or any other Subsidiary (including any corporation which, after giving effect to such transaction, will become a Subsidiary) so long as in any merger or consolidation involving the Company, the Company shall be the surviving or continuing corporation and in any merger or consolidation not involving the Company, a Subsidiary shall be the surviving or continuing corporation; ; (b) the merger or consolidation of the Company with or into any other corporation if the Company shall be the surviving or continuing corporation and at the time of such consolidation or merger and after giving effect thereto no Default or Event of Default shall have occurred and be continuing; and and (c) the sale, lease or other disposition by any Subsidiary of all or any substantial part of its assets to the Company or any other Subsidiary. The term “substantial” as used herein shall mean the sale, transfer, lease or other disposition of 20% of the total assets of the Company.