Mergers, Consolidations or Sales. Borrower represents and agrees that Borrower will not (i) merge or consolidate with or into any other business entity or (ii) enter into any joint venture or partnership with any person, firm or corporation.
Mergers, Consolidations or Sales. Neither the Borrower nor any of its Restricted Subsidiaries shall (a) windup, liquidate or dissolve or agree to do any of the foregoing, except for any winding-up, liquidation or dissolution of any Restricted Subsidiary, or any agreement to do so, in which the assets of such Restricted Subsidiary are distributed to the Borrower or another Restricted Subsidiary, provided, however, that the assets of any U.S. Subsidiary which is the subject of any such wind-up, liquidation or dissolution shall only be distributed to the Borrower or another U.S. Subsidiary, (b) during any Enhanced Covenant Period, but subject to the Grandfathering Rules, enter into any transaction of merger, reorganization, or consolidation, or transfer, sell, assign, lease, or otherwise dispose of all or any part of its property, or agree to do any of the foregoing, except (i) sales of Inventory in the ordinary course of its business; (ii) sales or other dispositions of Equipment (other than any Machinery & Equipment) in the ordinary course of business that is obsolete, worn-out or no longer useable by Borrower in its business; (iii) Permitted Affiliate Investments; (iv) [Reserved]; (v) sales of assets (other than any Collateral) having an aggregate book value of (A) not more than $7,500,000 for all such assets so sold in any Fiscal Year and (B) not more than $22,500,00 for all such assets so sold after the Closing Date, (vi) sales of manufacturing facilities and equipment which are made for fair market value, provided that (A) at the time of any such sale, no Event of Default shall exist or would result from such sale, (B) (1) 100% of the aggregate sales price in respect of such sale shall be paid in cash, in the case of Machinery & Equipment, and (2) 75% of the aggregate sales price in respect of such sale shall be paid in cash, in the case of all other manufacturing facilities and equipment, (C) (1) the proceeds of any such sale of Machinery & Equipment shall be either (x) reinvested within 180 days of such sale in replacement Machinery & Equipment, which shall be located at the Fab 25 Facility to be used in the ongoing operation of the Fab 25 Facility, or (y) used to repay the Loans in accordance with Section 4.8, and (2) the proceeds of any such sale of all other manufacturing facilities and equipment shall be reinvested within 24 months of such sale in replacement assets to be used in the ongoing operation of the Borrower’s and its Restricted Subsidiaries’ business, and, in each case, ...
Mergers, Consolidations or Sales. Neither the Loan Party nor any of its Subsidiaries shall enter into any transaction of merger, reorganization, or consolidation, or transfer, sell, assign, lease, or otherwise dispose of all or any part of its property, or wind up, liquidate or dissolve, or agree to do any of the foregoing, except (i) for sales of Inventory in the ordinary course of its business, (ii) for sales or other dispositions of Equipment in the ordinary course of business that are obsolete or no longer useable by Loan Party in its business as permitted by SECTION 6.11, (iii) a Subsidiary of Parent Guarantor, or Fox Athletic LLC, may merge, reorganize or consolidate with or into, or wind-up, liquidate or dissolve in a transaction whereby all of the assets of such Subsidiary, or Fox Athletic LLC, are transferred to, another Subsidiary which is wholly-owned by the Parent Guarantor or the Borrower so long as the Borrower is the continuing or surviving Person, (iv) a Borrower may merge, reorganize or consolidate into another, or transfer all of its assets and liabilities to another, Borrower, (v) a Loan Party may transfer property to make an investment of the type described in clauses (a) through (p) of the definition of Restricted Investment as and to the extent permitted therein or to make Distributions permitted under SECTION 9.10 below, and (vi) a Loan Party may dispose of property in a bona fide arms' length transaction for cash consideration at fair market value so long as the aggregate amount of consideration for all dispositions from and including the date hereof does not exceed $5,000,000 and on the last day of the quarter immediately preceding the date of any such transfer, and after giving proforma effect to any such transfer, the Parent Guarantor was in compliance by more than 120% of the consolidated Net Worth required under SECTION 9.25 and by more than 120% of the Fixed Charge Coverage Ratio required under SECTION 9.26; provided, HOWEVER, the Parent Guarantor shall give the Agent not less than ten (10) Business Days prior written notice of any such transaction described in clauses (iii) through (vi) above setting forth the terms of and parties to such transaction in reasonable detail, and certifying that it complies with the requirements of this Section, and no such transaction described in clauses (ii) through (vi) above shall be permitted if after giving effect thereto a Material Adverse Effect could reasonably be expected to result therefrom or any other Default or Eve...
Mergers, Consolidations or Sales. Neither Holdings nor any of the Restricted Subsidiaries shall merge into, or consolidate or amalgamate with, any other Person or permit any other Person to merge into or consolidate or amalgamate with it, or consummate any Asset Disposition, or wind up, liquidate or dissolve, except:
Mergers, Consolidations or Sales. Neither the Parent nor any of the other Borrowers shall enter into any transaction of merger, reorganization, or consolidation, or transfer, sell, assign, lease, or otherwise dispose of all or any material part of its property, or wind up, liquidate or dissolve, or agree to do any of the foregoing, except for:
Mergers, Consolidations or Sales. The Borrower shall not (a) enter into any transaction of merger, reorganization, or consolidation with any other Person; (b) transfer, sell, assign, lease, or otherwise dispose of all or any part of the Collateral or its assets; or (c) liquidate or dissolve.
Mergers, Consolidations or Sales. (a) Merge or consolidate with or into any corporation; (b) enter into any joint venture or partnership with any person, firm, or corporation; (c) convey, lease, or sell all or any material portion of its property or assets or business to any other person, firm, or corporation except for the sale of Inventory in the ordinary course of its business and in accordance with the terms of this Agreement; or (d) convey, lease, or sell any of its assets to any person, firm or corporation for less than the fair market value thereof.
Mergers, Consolidations or Sales. No Loan Party shall enter into any transaction of merger, reorganization, or consolidation, or transfer, sell, assign, lease, or otherwise dispose of all or any part of its property, or wind up, liquidate or dissolve, or agree to do any of the foregoing, except:
Mergers, Consolidations or Sales. Neither Fleetwood nor any of its Subsidiaries shall enter into any transaction of merger, reorganization, or consolidation, or transfer, sell, assign, lease, or otherwise dispose of all or any part of its property, or wind up, liquidate or dissolve, or agree to do any of the foregoing, except
Mergers, Consolidations or Sales. Neither any Obligor nor any Subsidiary shall enter into any transaction of merger, reorganization, or consolidation, or transfer, sell, assign, lease, or otherwise dispose of all or any part of its property, or wind up, liquidate or dissolve, or agree to do any of the foregoing (collectively, “Asset Dispositions”), except:
