Mergers, Consolidations, Disposal of Assets, Etc. The Borrower will not, nor will it permit any of its Subsidiaries to, 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) any of its assets, or any of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), if the effect of any such sale of assets or stock or merger or consolidation would be to sell, transfer, lease or otherwise dispose of all or substantially all of the assets of the Borrower and its Subsidiaries (taken as a whole) or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing;
(i) any Person may merge into or consolidate with the Borrower in a transaction in which the Borrower is the surviving corporation;
(ii) any Person may merge into or consolidate with any Subsidiary in a transaction in which the surviving entity is a Subsidiary; provided that if any such merger shall be between a Subsidiary and a wholly owned Subsidiary, then the wholly owned Subsidiary shall be the continuing or surviving corporation;
(iii) the Borrower may merge into or consolidate with any other Person in a transaction in which such Person is the surviving entity so long as (x) such Person assumes all of the obligations of the Borrower under this Agreement by an instrument in form and substance reasonably satisfactory to the Administrative Agent and (y) such Person delivers such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.01 on the Effective Date or as the Administrative Agent shall have reasonably requested;
(iv) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary; and
(v) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders.
Mergers, Consolidations, Disposal of Assets, Etc. The Borrower will not, nor will it permit any of its Material Subsidiaries to, 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 its assets, or all or substantially all of the stock of any of its Material Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Material Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Material Subsidiary may merge into any Person in a transaction in which the surviving entity is a Subsidiary and (iii) any Material Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary.
Mergers, Consolidations, Disposal of Assets, Etc. The Borrower shall not, and shall not permit any of its Subsidiaries to, 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 all or substantially all, the assets of the Borrower or any such Subsidiary, or liquidate, apply to be wound up or dissolve, except that any Subsidiary of the Borrower may merge with and into the Borrower or any other Subsidiary of the Borrower provided that in case any merger involves the Borrower, the Borrower is the surviving Person.
Mergers, Consolidations, Disposal of Assets, Etc. Except as permitted in Section 2.20 without the written consent of the Administrative Agent and the Required Lenders in each such party’s sole and absolute discretion, it shall not enter into any merger or consolidation, unless it is the surviving entity, or liquidate, wind-up, divide or dissolve (or suffer any liquidation or dissolution), terminate, discontinue its business or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or any substantial part of its business or property, whether now or hereafter acquired. To the extent otherwise permitted under Section 2.20, nothing in this Section shall be deemed to prohibit (i) the leasing of Assets in the ordinary course of business for occupancy by the tenants thereunder, (ii) the sale of Assets in the ordinary course of its business; (iii) the disposition for at least fair market value of any property the disposition of which is, in the Borrower’s good faith determination, necessary for the REIT Borrower to maintain its qualification as a REIT or (iv) the contribution of any of its assets to a Person in consideration for an equity interest in such Person provided (A) such equity interest represents a fair value for the assets so contributed, and (B) notice of such contribution and the details thereof are given to Administrative Agent at least ten (10) days prior to such contribution.
Mergers, Consolidations, Disposal of Assets, Etc. The Borrower will not, nor will it permit any of its Material Subsidiaries to, 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 its assets or all or substantially all of the Equity Interests of any of its Material Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default has occurred and is continuing, (i) any Material Subsidiary may merge into the Borrower or any other Designated Party in a transaction in which the Borrower or such Designated Party, as the case may be, is the surviving entity (provided that (x) in any such transaction involving the Borrower, the Borrower shall be the surviving entity and (y) in any such transaction involving two Designated Parties (but not the Borrower) either Designated Party may be the surviving entity); (ii) any Material Subsidiary may merge with or into any Person in a transaction in which the surviving entity is a Material Subsidiary (provided that if such Material Subsidiary was a Designated Party immediately prior to such transaction, such surviving entity shall be deemed to be a Designated Party); and (iii) any Material Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or another Subsidiary.
Mergers, Consolidations, Disposal of Assets, Etc. The Company shall not merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with the Company, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the Company’s assets (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that the Company may merge with, or transfer all or substantially all of the Company’s assets to, another Person if: (a) no Default or Event of Default has occurred or is continuing before or after the transaction; and (b) the Company is the surviving entity or the surviving entity is a person organized under the laws of the United States or a state thereof or is allowed to conduct business in the United States and assumes all Indenture and other relevant Financing Document obligations, and after giving effect to the transaction, no Default or Event of Default has occurred and no Material Adverse Effect has occurred.
Mergers, Consolidations, Disposal of Assets, Etc. Borrower shall not merge, dissolve, liquidate, consolidate with or into another Person, except that Borrower may merge or consolidate with any subsidiary of the Primary Operating Company so long as (a) no Default exists or would result therefrom; and (b) either (i) Borrower is the continuing or surviving Person or (ii) the surviving Person, which shall be a Person organized under the laws of the United States, any State thereof or the District of Columbia and a wholly owned subsidiary of the Public Company, assumes Borrower’s obligations hereunder, and each Guarantor confirms the effectiveness of its Parent Guaranty, in each case pursuant to documentation reasonably satisfactory to Administrative Agent and subject to completion by the Administrative Agent and the Lenders of “know your customer” checks with respect to such Person.
Mergers, Consolidations, Disposal of Assets, Etc. The Borrower will not, nor will it permit any of its Subsidiaries to, 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 any substantial part of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary and (iv) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders.
Mergers, Consolidations, Disposal of Assets, Etc. The Company will not, nor will it permit any Subsidiary to, 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 (or in the case of the OCSN Subsidiary, any substantial part) of its assets, or all or substantially all of the stock of any Subsidiary (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Person may merge into the Company in a transaction in which the Company is the surviving corporation, and
Mergers, Consolidations, Disposal of Assets, Etc. No Credit Party shall enter into any merger or consolidation, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), terminate, discontinue its business or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or any substantial part of its business or property, whether now or hereafter acquired. Nothing in this Section shall be deemed to prohibit (i) the leasing of all or portions of Assets in the ordinary course of business for occupancy by the tenants thereunder, (ii) subject to the provisions of Article IX hereof, the sale of Assets in the ordinary course of Borrower’s business or (iii) subject to the provisions of Article IX hereof, the contribution by Borrower of any of its Assets to a Person in consideration for an Equity Interest in such Person; provided such Equity Interest represents a fair value for the Assets so contributed.
