Mergers, Consolidations, Sales, Acquisition or Formation of Subsidiaries Sample Clauses

Mergers, Consolidations, Sales, Acquisition or Formation of Subsidiaries. Company shall not (i) be a party to any consolidation or to any merger or purchase the capital stock of or otherwise acquire any equity interest in any other business entity, (ii) acquire any material part of the assets of any other business entity, except in the ordinary course of business, or (iii) sell, transfer, convey or lease all or any material part of its assets, except in the ordinary course of business. The Company shall not cause to be created or otherwise acquire any Subsidiary without the prior written consent of FHI.
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Mergers, Consolidations, Sales, Acquisition or Formation of Subsidiaries. No Borrower shall (1) be a party to any consolidation or division or to any merger or purchase the capital stock of or otherwise acquire any equity interest in any other business entity, (2) acquire any material part of the assets of any other business entity or (3) sell, transfer, convey or lease all or any material part of its assets, except for:
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Mergers, Consolidations, Sales, Acquisition or Formation of Subsidiaries. Except in connection with the Delayed Closings and Acquisitions purchased with Permitted Debt; not (a) wind up, liquidate or dissolve itself (provided, any such wind up, liquidation or dissolution shall be permitted as long as no Financial Covenant Default occurs or is reasonably likely to occur solely as a result of such event); (b) be a party to any consolidation or to any merger; (c) purchase the Capital Securities of or otherwise acquire any equity interest in any other business entity or Person if such other business entity or Person would become a Subsidiary as a result of the purchase or acquisition; (d) purchase or otherwise acquire all or any material or substantial part of the assets of any other business entity or Person, except in the ordinary course of business; (e) except as permitted pursuant to Section 6.1.2(a), sell, transfer, assign, convey or lease all or any material part of its assets or Capital Securities (including the sale of Capital Securities of any Subsidiary), except in the ordinary course of business or in connection with a sale/leaseback transaction, or sell or assign with or without recourse any receivables; (f) cause to be created or otherwise acquire any Subsidiaries, except for (i) any such merger, consolidation, sale, transfer, conveyance, lease or assignment of or by any Subsidiary into Parent or into any other Borrower, (ii) sales and dispositions of assets of the Borrowers so long as the proceeds from such transaction are applied to pay down the Loans in accordance with Section 6.1.2(a) hereof; and (iii) any Acquisition by Parent or any other a Borrower that satisfies each of the conditions set forth in Section 12.2.2(b). Notwithstanding anything contained in this Agreement to the contrary, no provision of this Agreement shall prohibit the direct and indirect owners of the Parent from consummating a public offering of the Capital Securities of the direct and indirect owners of the Parent, the direct and indirect owners of the Parent from converting to REIT status or otherwise issuing Capital Securities of the direct and indirect owners of the Parent to any Person.
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Mergers, Consolidations, Sales, Acquisition or Formation of Subsidiaries. Other than (1) Permitted Acquisitions, (2) the merger of any Subsidiary of a Borrower with and into a Borrower so long as a Borrower is the surviving entity, or (3) the merger of any Subsidiary of a Borrower with and into another Subsidiary of a Borrower so long as the surviving entity is a Loan Party, the Borrowers shall not (i) be a party to any consolidation or to any merger or purchase the capital stock of or otherwise acquire any equity interest in any other business entity, (ii) acquire any material part of the assets of any other business entity, (iii) sell, transfer, convey or lease all or any material part of its assets, except for the sale of Inventory in the ordinary course of business or the disposition of obsolete equipment (provided in such case replacement equipment is purchased with an equal or greater value), or (iv) enter into (or agree to enter into) any Division/Series Transaction.
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Mergers, Consolidations, Sales, Acquisition or Formation of Subsidiaries. Except as hereinafter provided, the Company shall not be a party to any consolidation or merger and shall not purchase the capital stock of or otherwise acquire any equity interest in any other business entity. The Company shall not acquire any material part of the assets of any other business entity, except in the ordinary course of business. The Company shall not sell, transfer, convey or lease all or any material part of its assets, except in the ordinary course of business, or sell or assign with or without recourse any receivables. The Company shall not cause to be created or otherwise acquire any Subsidiaries other than those Subsidiaries in existence as of the date hereof. Notwithstanding anything to the contrary stated herein, the Company may use up to Ten Million Dollars ($10,000,000.00) of surplus cash, determined in the aggregate, and only surplus cash and not the proceeds of the Loan, to make investments of any lawful nature, including but not limited to investments of marketable securities, investments in bonds or stocks of unlisted companies, share repurchases of the Company’s stock, investments in real estate, the repurchase of any or all of the Company’s stores formerly sold through sale/leaseback transactions, and for any other investment as the Board of Directors of the Company may approve, provided no Event of Default or Unmatured Event of Default exists at the time of the making of such investment or would result therefrom.
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Mergers, Consolidations, Sales, Acquisition or Formation of Subsidiaries. The Company shall not be and shall not permit any Guarantor (other than the Parent) to be a party to any consolidation or to any merger, and the Company shall not purchase and shall not permit any Guarantor (other than the Parent) to purchase the capital stock of or otherwise acquire any equity interest in any other business entity. The Company shall not acquire and shall not permit any Guarantor (other than the Parent) to acquire any material part of the assets of any other business entity, except in the ordinary course of business. The Company shall not and shall not permit any Guarantor (other than the Parent) to sell, transfer, convey or lease all or any material part of its assets, except in the ordinary course of business, or sell or assign with or without recourse any receivables. The Company shall not cause to be created or otherwise acquire any Subsidiaries other than those Subsidiaries in existence as of the date hereof.
Sample 1
Mergers, Consolidations, Sales, Acquisition or Formation of Subsidiaries. Except for a consolidation, merger, purchase, acquisition, sale, transfer, conveyance, lease or assignment having a payment of consideration of, or yield of gross proceeds to, the Company equal to or less than $1,000,000 per transaction, the Company shall not without Bank approval, which approval shall not be unreasonably withheld, (i) be a party to any consolidation or to any merger and shall not purchase the capital stock of or otherwise acquire any equity interest in any other business entity; (ii) acquire any material part of the assets of any other business entity; (iii) sell, transfer, convey or lease all or any material part of its assets, except in the ordinary course of business, or sell or assign with or without recourse any receivables. The Company shall not cause to be created or otherwise acquire any Subsidiaries.
Sample 1
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Mergers, Consolidations, Sales, Acquisition or Formation of Subsidiaries. Neither Borrower or any member of the Consolidated Group shall be a party to any consolidation or to any merger and shall not purchase the capital stock of or otherwise acquire any equity interest in any other business entity. Neither Borrower nor any member of the Consolidated Group shall acquire any material part of the assets of any other business entity, except in the ordinary course of business. Neither Borrower or any member of the Consolidated Group shall sell, transfer, convey or lease all or any material part of its other assets, except in the ordinary course of business, or sell or assign with or without recourse any receivables, provided however that prospectdigital, LLC may engage in a transaction to sell all or substantially all of its assets to a third party in an arms length transaction, unless it is required to become an Entity Guarantor under the terms of this Agreement. Neither Borrower nor any member of the Consolidated Group shall cause to be created or otherwise acquire any Subsidiaries.
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Related to Mergers, Consolidations, Sales, Acquisition or Formation of Subsidiaries

  • 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.

  • Formation or Acquisition of Subsidiaries Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, at the time that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date, Borrower and such Guarantor shall (a) cause such new Subsidiary to provide to Bank a joinder to this Agreement to become a co-borrower hereunder or a Guaranty to become a Guarantor hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Bank; and (c) provide to Bank all other documentation in form and substance satisfactory to Bank, including one or more opinions of counsel satisfactory to Bank, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 6.13 shall be a Loan Document.

  • 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

  • Mergers, Consolidations, Sales In the case of any consolidation or merger of the Company with another entity (regardless of whether the Company is the surviving entity), or the sale of all or substantially all of its assets to another entity, or any reorganization or reclassification of the Common Stock or other equity securities of the Company, then, as a condition of such consolidation, merger, sale, reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore purchasable hereunder, such shares of stock, securities or assets (including, without limitation, cash), if any, as may (by virtue of such consolidation, merger, sale, reorganization or reclassification) be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore so purchasable hereunder had such consolidation, merger, sale, reorganization or reclassification not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon exercise of this Warrant. The Company shall not effect any such consolidation, merger or sale unless (a) the Company provides the holder hereof with not less than 10 days prior written notice of such consolidation, merger or sale (provided that the failure to give such notice shall not affect the validity of such corporate event), and (b) prior to the consummation thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes, by written instrument, the obligation to deliver to each such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to acquire.

  • 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.

  • 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:

  • Creation/Acquisition of Subsidiaries In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty-five percent (65%) of the Shares would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

  • Sale of Assets; Merger and Consolidation Subject to right of Shareholders, if any, to vote pursuant to Section 6.1, the Trustees may cause (i) the Trust or one or more of its Portfolios to the extent consistent with applicable law to sell all or substantially all of its assets to, or be merged into or consolidated with, another Portfolio, statutory trust (or series thereof) or Company (or series thereof), (ii) the Shares of the Trust or any Portfolio (or Class) to be converted into beneficial interests in another statutory trust (or series thereof) created pursuant to this Section 9.4, (iii) the Shares of any Class to be converted into another Class of the same Portfolio, or (iv) the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law. In all respects not governed by statute or applicable law, the Trustees shall have power to prescribe the procedure necessary or appropriate to accomplish a sale of assets, merger or consolidation including the power to create one or more separate statutory trusts to which all or any part of the assets, liabilities, profits or losses of the Trust may be transferred and to provide for the conversion of Shares of the Trust or any Portfolio (or Class) into beneficial interests in such separate statutory trust or trusts (or series or class thereof).

  • Adjustments for Reorganization, Merger, Consolidation or Sales of Assets If at any time or from time to time after the Original Issue Date there shall be (i) a capital reorganization of the Issuer (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3(a), and Section 3(b), or a reclassification, exchange or substitution of shares provided for in Section 3(c)), or (ii) a merger or consolidation of the Issuer with or into another corporation, where the holders of the Issuer’s outstanding voting securities prior to such merger or consolidation do not own over 50% of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or (iii) the sale of all or substantially all of the Issuer’s properties or assets to any other person (an “Organic Change”), then, as a part of such Organic Change an appropriate revision to the Warrant Price shall be made if necessary and provision shall be made if necessary (by adjustments of the Warrant Price or otherwise) so that, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, in lieu of Warrant Stock, the kind and amount of shares of stock and other securities or property of the Issuer or any successor corporation resulting from the Organic Change. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3(d) with respect to the rights of the Holder after the Organic Change to the end that the provisions of this Section 3(d) (including any adjustment in the Warrant Price then in effect and the number of shares of stock or other securities deliverable upon exercise of this Warrant) shall be applied after that event in as nearly an equivalent manner as may be practicable. In any such case, the resulting or surviving corporation (if not the Issuer) shall expressly assume the obligations to deliver, upon the exercise of this Warrant, such securities or property as the Holder shall be entitled to receive pursuant to the provisions hereof, and to make provisions for the protection of the rights of the Holder as provided above.

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