Common use of Mergers, Consolidations and Sales Clause in Contracts

Mergers, Consolidations and Sales. (a) Not permit any of its Insurance Subsidiaries to merge or consolidate, (b) not, and not permit any of its Insurance Subsidiaries to, purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership or joint venture interest in, any other Person other than (i) a newly formed Subsidiary, (ii) the acquisition of shares of a Subsidiary held by minority shareholders provided the aggregate purchase price of all such acquisitions since the Effective Date does not exceed $50,000,000, and (iii) the acquisition of a property or casualty insurance company 39 or entity providing related services provided that at the time of such acquisition the aggregate purchase price (after giving effect to the proposed acquisition) of all acquisitions pursuant to this clause (iii) does not exceed 20% of Consolidated Net Worth, or (c) not, and not permit any of its Insurance Subsidiaries to, sell, transfer, convey or lease all or any substantial part of its assets or sell or assign with or without recourse any receivables, other than any sale, transfer, conveyance or lease in the ordinary course of business, except in the cases of clauses (a), (b) or (c)for (x) any sale, transfer, lease or disposition of an asset by or to a Subsidiary, (y) any disposition in connection with the dissolution of a Subsidiary in accordance with Section 5.2, and (z) any such merger or consolidation, sale, transfer, conveyance, lease or assignment of any wholly-owned Subsidiary into, with or to the Borrower or any other wholly-owned Subsidiary, provided in each case no Default or Event of Default has occurred and is continuing or would result therefrom.

Mergers, Consolidations and Sales. (a) Not Except with respect to an acquisition of an Eligible Property or otherwise with the prior written consent of the Required Lenders, no Loan Party shall, nor shall it permit any of its Insurance Subsidiaries to merge or consolidate, (b) not, and not permit any of its Insurance Subsidiaries Subsidiary to, purchase consummate any merger or otherwise acquire all or substantially all of the assets or stock of any class ofconsolidation, or any partnership or joint venture interest in, any other Person other than (i) a newly formed Subsidiary, (ii) the acquisition of shares of a Subsidiary held by minority shareholders provided the aggregate purchase price of all such acquisitions since the Effective Date does not exceed $50,000,000, and (iii) the acquisition of a property or casualty insurance company 39 or entity providing related services provided that at the time of such acquisition the aggregate purchase price (after giving effect to the proposed acquisition) of all acquisitions pursuant to this clause (iii) does not exceed 20% of Consolidated Net Worth, or (c) not, and not permit any of its Insurance Subsidiaries to, sell, transfer, convey lease or lease otherwise dispose of all or any substantial part of its assets Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or assign discount (with or without recourse recourse) any receivablesof its notes or accounts receivable; provided, other than any however, this Section 8.9 shall not apply to nor operate to prevent: (a) the sale, transfer, conveyance lease or lease other disposition of Property of the Borrower or any of its Subsidiaries to one another; (b) the merger or consolidation of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the entity surviving the merger; (c) the sale, transfer or other disposition of any tangible personal property in the ordinary course of businessbusiness and the sale, except transfer or other disposition of personal property no longer used or useful in the cases business or obsolete; (d) Leases of clauses portions of any Real Property to Tenants; (a)e) so long as no Event of Default is then continuing or would result therefrom, (b) or (c)for (x) any sale, transfer, lease or other disposition of an asset by Property of the Borrower or to a Subsidiary, any Subsidiary consisting of (yi) on-campus medical office buildings or off-campus medical office buildings and (ii) any disposition in connection with other commercial properties (other than, for the dissolution avoidance of a Subsidiary in accordance with Section 5.2doubt, and any multi-family properties); (zf) so long as no Default or Event of Default is then continuing or would result therefrom, any such merger or consolidation, sale, transfer, conveyance, lease or assignment other disposition of any wholly-owned Subsidiary into, with or to Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) that is not otherwise expressly permitted by the foregoing clauses and for net (g) so long as no Default or Event of Default is then continuing or would result therefrom, any merger or other wholly-owned Subsidiarycombination if it results in the simultaneous payoff in immediately available funds of the Obligations; (h) any merger or consolidation or other combination with any other Person subject to (i) subject to Section 8.9(b) above, provided in each case if such merger or consolidation or other combination involves any Loan Party, such Loan Party shall be the survivor thereof; (ii) (x) if a Loan Party is the survivor thereof, the Borrower shall have given the Administrative Agent and the Lenders at least 30 days’ prior written notice of such consolidation or merger and (y) if a Loan Party is not the survivor thereof, the Borrower shall have given the Administrative Agent and the Lenders at least five (5) Business Days’ prior written notice of such consolidation or merger; (iii) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default has occurred and is continuing or would result therefrom; and (iv) the Borrower shall have delivered to the Administrative Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to the Borrower, evidencing the continued compliance by the Parent and the Subsidiaries with the terms and conditions of the financial covenants contained in Section 8.20, after giving effect to such consolidation or merger; (i) the issuance and sale of equity interests as long as a Change of Control does not result therefrom; (j) to the extent constituting an Investment, transactions expressly permitted under Section 8.8; and (k) other sales, transfers, leases or other dispositions of property or assets other than Real Property in an aggregate amount not to exceed $5,000,000 in any Fiscal Year.

Mergers, Consolidations and Sales. Except with the prior written consent of the Required Lenders (which shall not be unreasonably withheld, conditioned or delayed), the 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 substantially all of its Property; provided, however, so long as the Borrower and Subsidiaries are in compliance with all covenants and agreements in this Agreement and no Default or Event of Default then exist, this Section shall not apply to nor operate to prevent: (a) Not permit any the sale, transfer, lease or other disposition of Property of the Borrower and its Subsidiaries to one another in the ordinary course of its Insurance Subsidiaries to merge or consolidate, business; (b) notthe merger of any Subsidiary with and into the Borrower or any other Subsidiary, provided that, in the case of any merger involving the Borrower, the Borrower is the corporation surviving the merger; (c) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; and ​ (d) the sale, transfer, lease or other disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating not permit any of its Insurance Subsidiaries to, purchase or otherwise acquire more than all or substantially all of the assets or stock Total Asset Value of the Borrower on the last day of the prior Fiscal Quarter, as applicable; and (e) any class of, or any partnership or joint venture interest in, any other Person other than (i) a newly formed Subsidiary, (ii) the acquisition of shares of a Subsidiary held by minority shareholders provided the aggregate purchase price of all such acquisitions since the Effective Date does not exceed $50,000,000, and (iii) the acquisition of a property or casualty insurance company 39 or entity providing related services provided that at the time of such acquisition the aggregate purchase price (after giving effect to the proposed acquisition) of all acquisitions pursuant to this clause (iii) does not exceed 20% of Consolidated Net Worth, or (c) not, and not permit any of its Insurance Subsidiaries to, sell, transfer, convey or lease all or any substantial part of its assets or sell or assign with or without recourse any receivables, other than any sale, transfer, conveyance or lease merger if it results in the ordinary course simultaneous payoff in immediately available funds of business, except in the cases of clauses (a), (b) or (c)for (x) any sale, transfer, lease or disposition of an asset by or to a Subsidiary, (y) any disposition in connection with the dissolution of a Subsidiary in accordance with Section 5.2, and (z) any such merger or consolidation, sale, transfer, conveyance, lease or assignment of any wholly-owned Subsidiary into, with or to the Borrower or any other wholly-owned Subsidiary, provided in each case no Default or Event of Default has occurred and is continuing or would result therefromObligations.

Mergers, Consolidations and Sales. (a) Not The Company shall not, nor shall it permit any of its Insurance Subsidiaries to merge or consolidate, (b) not, and not permit any of its Insurance Subsidiaries to, purchase be a party to any merger or otherwise acquire all or substantially all of the assets or stock of any class ofconsolidation, or any partnership or joint venture interest in, any other Person other than (i) a newly formed Subsidiary, (ii) the acquisition of shares of a Subsidiary held by minority shareholders provided the aggregate purchase price of all such acquisitions since the Effective Date does not exceed $50,000,000, and (iii) the acquisition of a property or casualty insurance company 39 or entity providing related services provided that at the time of such acquisition the aggregate purchase price (after giving effect to the proposed acquisition) of all acquisitions pursuant to this clause (iii) does not exceed 20% of Consolidated Net Worth, or (c) not, and not permit any of its Insurance Subsidiaries to, sell, transfer, convey lease or lease otherwise dispose of all or any substantial part of its assets Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or assign discount (with or without recourse recourse) any receivablesof its notes or accounts receivable; provided, other than any salehowever, transfer, conveyance or lease that this Section shall not apply to nor operate to prevent: (a) the sale of inventory in the ordinary course of business, except in the cases of clauses (a), ; (b) or (c)for (x) any the sale, transfer, lease lease, or other disposition of an asset by Property of the Company or any Subsidiary to one another in the ordinary course of its business; (c) a merger of any Restricted Subsidiary with and into the Company or any other Restricted Subsidiary; provided that, in the case of any merger involving the Company, the Company is the corporation surviving the merger; (yd) any disposition in connection with the dissolution of a Subsidiary in accordance with Section 5.2, and (z) any such merger or consolidation, sale, transfer, conveyance, lease or assignment other disposition of any wholly-owned Subsidiary intotangible personal property that, with in the reasonable business judgment of the Company or to its Subsidiary, has become uneconomical, obsolete, or worn out, and which is disposed of in the Borrower ordinary course of business; and (e) the sale, transfer, lease, or other disposition of Property of the Company or any other whollySubsidiary aggregating for the Company and its Subsidiaries not more than $1,000,000 during any 12-owned Subsidiarymonth period. In the event of any merger permitted by Section 7.16(c) above, provided in each case the Company shall give the Agent and the Lenders prior written notice of any such event and, immediately after giving effect to any such merger, Schedule 5.2 of this Agreement shall be deemed amended excluding reference to any such Subsidiary merged out of existence. So long as no Default or Event of Default has occurred and is continuing or would arise as a result therefromthereof, upon the written request of the Company, the Agent shall release its Lien on any Property sold pursuant to subsections (a), (d), or (e) above.

Mergers, Consolidations and Sales. The Borrower will not merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (awhether in one transaction or a series of transactions) Not permit any of its Insurance Subsidiaries to merge Property (whether now owned or consolidate, (bhereafter acquired) not, and not permit any of its Insurance Subsidiaries to, purchase or otherwise acquire all or substantially all of the assets or stock of any class of, any Person, or permit any partnership Subsidiary to do so; provided, however, that the Borrower may merge or joint venture interest inconsolidate with another Person, any other Person other than (i) including a newly formed Subsidiary, if (iiA) the acquisition Borrower is the surviving corporation, (B) the Borrower will be in pro forma compliance with all provisions of shares of a Subsidiary held by minority shareholders provided the aggregate purchase price of all this Agreement upon and after such acquisitions since the Effective Date does not exceed $50,000,000, merger or consolidation and (iiiC) the acquisition Borrower will not engage in any material line of a property business substantially different from that engaged in on the Closing Date and; provided, further, that so long as no Default or casualty insurance company 39 or entity providing related services provided that at Event of Default exists this Section shall not apply to nor operate to prevent: (a) the time of such acquisition the aggregate purchase price (after giving effect to the proposed acquisition) of all acquisitions pursuant to this clause (iii) does not exceed 20% of Consolidated Net Worth, or (c) not, and not permit any of its Insurance Subsidiaries to, sell, transfer, convey or lease all or any substantial part of its assets or sell or assign with or without recourse any receivables, other than any sale, transfer, conveyance lease or lease other disposition of Property of the Borrower and its Subsidiaries to one another in the ordinary course of its business; (b) sales of shares of capital stock or other equity interests by Borrower or, to the extent permitted by Section 8.11, its Subsidiaries; (c) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has become obsolete or worn out, and which is disposed of in the ordinary course of business; and (d) the sale, except in transfer, lease or other disposition of Property of the cases Borrower or any Subsidiary (including any disposition of clauses (aProperty as part of a sale and leaseback transaction); provided however, (b) or (c)for (x) any that if such sale, transfer, lease or disposition of an asset by during any Fiscal Quarter exceeds $5,000,000 and together with any other sales, transfers, leases or dispositions made during such Fiscal Quarter in the aggregate exceed $50,000,000, then for such sales, transfers, leases or dispositions, the Borrower shall provide to the Administrative Agent a SubsidiaryCompliance Certificate with covenant calculations for the covenants contained in Section 8.21 showing that after giving effect to such sales, (y) any disposition transfers, leases or dispositions the Borrower shall be in connection pro forma compliance with such covenants for the dissolution of a Subsidiary Fiscal Quarter in accordance with Section 5.2, and (z) any such merger or consolidation, which the sale, transfer, conveyance, lease or assignment of any wholly-owned Subsidiary into, with or to the Borrower or any other wholly-owned Subsidiary, provided in each case no Default or Event of Default has occurred and is continuing or would result therefromdisposition occurs.

Mergers, Consolidations and Sales. Except with respect to an acquisition of an Eligible Property or otherwise with the prior written consent of the Required HoldersHolder(s), no Transaction Party shall, nor shall it permit any Subsidiary to, consummate any merger or consolidation, or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (awith or without recourse) Not permit any of its Insurance Subsidiaries notes or accounts receivable; provided, however, this paragraph 6C shall not apply to merge nor operate to prevent: (i) the sale, transfer, lease or consolidate, (b) not, and not permit other disposition of Property of the Company or any of its Insurance Subsidiaries to, purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership or joint venture interest in, any other Person other than (i) a newly formed Subsidiary, to one another; (ii) the acquisition merger or consolidation of shares any Subsidiary with and into the Company or any other Subsidiary, provided that, in the case of a Subsidiary held by minority shareholders provided any merger involving the aggregate purchase price of all such acquisitions since Company, the Effective Date does not exceed $50,000,000, and Company is the entity surviving the merger; (iii) the acquisition of a property or casualty insurance company 39 or entity providing related services provided that at the time of such acquisition the aggregate purchase price (after giving effect to the proposed acquisition) of all acquisitions pursuant to this clause (iii) does not exceed 20% of Consolidated Net Worth, or (c) not, and not permit any of its Insurance Subsidiaries to, sell, transfer, convey or lease all or any substantial part of its assets or sell or assign with or without recourse any receivables, other than any sale, transfer, conveyance transfer or lease other disposition of any tangible personal property in the ordinary course of businessbusiness and the sale, except transfer or other disposition of personal property no longer used or useful in the cases business or obsolete; (iv) Leases of clauses portions of any Real Property to Tenants; (a)v) so long as no Event of Default is then continuing or would result therefrom, (b) or (c)for (x) any sale, transfer, lease or other disposition of an asset by Property of the Company or to a Subsidiary, any Subsidiary consisting of (yi) on-campus medical office buildings or off-campus medical office buildings and (ii) any disposition in connection with other any commercial properties (other than, for the dissolution avoidance of a Subsidiary in accordance with Section 5.2doubt, and any multi-family properties); (zvi) so long as no Default or Event of Default is then continuing or would result therefrom, any such merger or consolidation, sale, transfer, conveyance, lease or assignment other disposition of any wholly-owned Subsidiary into, with or to Property of the Borrower Company or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) that is not otherwise expressly permitted by the foregoing clausesunder paragraph 6C and for net consideration that is not more than 20% of the Total Asset Value as of the Second Amendment Effective Date Closing Date in the aggregate for all such transactions during the term of this Agreement; (vii) so long as no Default or Event of Default is then continuing or would result therefrom, any merger or other wholly-owned Subsidiarycombination if it results in the simultaneous payoff in immediately available funds of the obligations under the Notes; (viii) any merger or consolidation or other combination with any other Person subject to (a) subject to paragraph 6C(ii) above, provided in each case if such merger or consolidation or other combination involves any Transaction Party, such Transaction Party shall be the survivor thereof; (b) (1) if a Transaction Party is the survivor thereof, the Company shall have given Prudential and the Purchasers at least 30 days’ prior written notice of such consolidation or merger and (2) if a Transaction Party is not the survivor thereof, the Company shall have given Prudential at least five (5) Business Days’ prior written notice of such consolidation or merger; (c) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default has occurred and is continuing or would result therefrom; and (d) the Company shall have delivered to Prudential for distribution to each of the Purchasers a Compliance Certificate, calculated on a pro forma basis based on information then available to the Company, evidencing the continued compliance by the Parent and the Subsidiaries with the terms and conditions of the financial covenants contained in paragraph 6I, after giving effect to such consolidation or merger; (ix) the issuance and sale of equity interests as long as a Change of Control does not result therefrom; (x) to the extent constituting an Investment, transactions expressly permitted under paragraph 6B; and (xi) other sales, transfers, leases or other dispositions of property or assets other than Real Property in an aggregate amount not to exceed $5,000,000 in any fiscal year.

Mergers, Consolidations and Sales. (a) Not The Borrower shall not, nor shall it permit any of its Insurance Subsidiaries to merge or consolidate, (b) not, and not permit any of its Insurance Subsidiaries Subsidiary to, purchase be a party to any merger or otherwise acquire all or substantially all of the assets or stock of any class ofconsolidation, or any partnership or joint venture interest in, any other Person other than (i) a newly formed Subsidiary, (ii) the acquisition of shares of a Subsidiary held by minority shareholders provided the aggregate purchase price of all such acquisitions since the Effective Date does not exceed $50,000,000, and (iii) the acquisition of a property or casualty insurance company 39 or entity providing related services provided that at the time of such acquisition the aggregate purchase price (after giving effect to the proposed acquisition) of all acquisitions pursuant to this clause (iii) does not exceed 20% of Consolidated Net Worth, or (c) not, and not permit any of its Insurance Subsidiaries to, sell, transfer, convey lease or lease otherwise dispose of all or any substantial part of its assets Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or assign discount (with or without recourse recourse) any receivablesof its notes or accounts receivable; provided, other than any salehowever, transfer, conveyance that so long as no Default or Event of Default exists (except as otherwise permitted by the Security Agreement) this Section shall not apply to nor operate to prevent: (a) the sale or lease of inventory in the ordinary course of business, except in the cases of clauses (a), ; (b) or (c)for (x) any the sale, transfer, lease or other disposition of an asset by or Property of the Borrower and its Subsidiaries to a Subsidiary, one another in the ordinary course of its business; (yc) any disposition in connection with the dissolution of a Subsidiary in accordance with Section 5.2, and (z) any such merger or consolidation, sale, transfer, conveyance, lease or assignment of any wholly-owned Subsidiary into, with or to and into the Borrower or any other wholly-owned Subsidiary, provided that, (i) in each the case of any merger involving the Borrower, the Borrower is the corporation surviving the merger and (ii) no Default Domestic Subsidiary shall be permitted to merge into any Foreign Subsidiary; (d) the sale of delinquent notes or Event accounts receivable in the ordinary course of Default business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (e) the sale, transfer or other disposition of any tangible personal property that, in the reasonable business judgment of the Borrower or its Subsidiary, has occurred become obsolete or worn out, and which is continuing disposed of in the ordinary course of business; and (f) the sale, transfer, lease or would result therefromother disposition of Property of the Borrower or any Subsidiary (including any disposition of Property as part of a sale and leaseback transaction) aggregating for the Borrower and its Subsidiaries not more than $10,000,000 during any fiscal year of the Borrower.

Mergers, Consolidations and Sales. The Company will not merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (awhether in one transaction or a series of transactions) Not permit any of its Insurance Subsidiaries to merge Property (whether now owned or consolidate, (bhereafter acquired) not, and not permit any of its Insurance Subsidiaries to, purchase or otherwise acquire all or substantially all of the assets or stock of any class of, any Person, or permit any partnership Subsidiary to do so; provided, however, that the Company may merge or joint venture interest inconsolidate with another Person, any other Person other than (i) including a newly formed Subsidiary, if (iiA) the acquisition Company is the surviving corporation, (B) the Company will be in pro forma compliance with all provisions of shares of a Subsidiary held by minority shareholders provided the aggregate purchase price of all this Agreement upon and after such acquisitions since the Effective Date does not exceed $50,000,000merger or consolidation, and (iiiC) the acquisition Company will not engage in any material line of a property business substantially different from that engaged in on the date hereof and; provided further, that so long as no Default or casualty insurance company 39 or entity providing related services provided that at Event of Default exists this Section shall not apply to nor operate to prevent: (a) the time of such acquisition the aggregate purchase price (after giving effect to the proposed acquisition) of all acquisitions pursuant to this clause (iii) does not exceed 20% of Consolidated Net Worth, or (c) not, and not permit any of its Insurance Subsidiaries to, sell, transfer, convey or lease all or any substantial part of its assets or sell or assign with or without recourse any receivables, other than any sale, transfer, conveyance lease or lease other disposition of Property of the Company and its Subsidiaries to one another; (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, except in the cases of clauses (a), (b) or (c)for ii) for the avoidance of doubt, capital stock of the Company held by the Company as treasury stock; and (xd) 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); provided, that if such sale, 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 asset by amount equal to 10% of the Applicable Total Asset Value, then for such sales, transfers, leases or to a Subsidiarydispositions, (y) any disposition in connection with the dissolution of a Subsidiary in accordance with Section 5.2, and (z) any such merger or consolidation, sale, transfer, conveyance, lease or assignment of any wholly-owned Subsidiary into, with or Company shall provide to the Borrower holders of Notes covenant calculations for the covenants contained in Section 10.9, showing that, after giving effect to such sales, transfers, leases or any other wholly-owned Subsidiarydispositions, the Company shall be in pro forma compliance with such covenants for the Fiscal Quarter then most recently ended for which financial statement have been provided in each case no Default or Event of Default has occurred and is continuing or would result therefromhereunder.