Mergers, Dispositions, etc Clause Samples
Mergers, Dispositions, etc. 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 (whether now owned or hereafter acquired) or any capital stock of any Subsidiary, except that:
(a) Any member of the Consolidated Group may purchase and sell inventory in the ordinary course of business;
(b) If at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing: (i) any Subsidiary or any other Person may merge into, consolidate with or liquidate or dissolve into the Company or any of its Subsidiaries provided that, (A) if the Company is a party to such transaction, the Company is the surviving corporation and (B) if a Borrower is a party to such transaction, a Borrower shall be the surviving entity, (ii) any Subsidiary may merge into, consolidate with or liquidate or dissolve into any other Subsidiary in a transaction in which the surviving entity is a Subsidiary and no Person other than the Company or a Subsidiary receives any consideration therefor (except in the case of a non-wholly-owned Subsidiary, minority equity holders may receive their ratable share of consideration) provided that, if either Subsidiary is a Domestic Subsidiary, the surviving entity is a Domestic Subsidiary and if either Subsidiary is a Borrower, the surviving entity is a Borrower, and (iii) so long as (A) the Debt Ratings of the surviving corporation are better than or equal to the Debt Ratings of the Company and (B) the surviving corporation agrees in writing to assume the obligations of the Company under this Agreement, the Company may merge into or consolidate with any other Person;
(c) The Company may sell all or any portion of the capital stock of any Subsidiary for fair market value, as determined in good faith by the Company’s board of directors, provided (i) such sale does not constitute a sale of all or substantially all of the Company’s assets, (ii) after giving effect thereto, the Company remains in compliance with Section 8.07 and (iii) if such sale involves the capital stock of a Borrower, the Company or another Borrower shall agree in writing to assume the obligations of such Borrower under this Agreement; and
(d) The Company may (i) transfer, or cause to be transferred, all or any portion of the capital stock of any wholly owned Subsidi...
Mergers, Dispositions, etc. Merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets of the Borrower and its Subsidiaries taken as a whole (whether now owned or hereafter acquired) to, any Person, except that (i) any Subsidiary of the Borrower may merge or consolidate with or into, or dispose of assets to, any other Subsidiary of the Borrower, (ii) any Subsidiary of the Borrower may merge into or dispose of assets to the Borrower, (iii) the Borrower may merge with any other Person so long as the Borrower is the surviving corporation, (iv) any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it so long as the Person formed by such merger or consolidation shall be a Subsidiary of the Borrower, (v) as part of any sale or other disposition otherwise permitted by this Agreement, any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it, and (vi) any Subsidiary of the Borrower may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and is not materially disadvantageous to the Lenders, provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom.
Mergers, Dispositions, etc. Merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets of the Borrower and its Subsidiaries taken as a whole (whether now owned or hereafter acquired) to, any Person, or permit any of its Subsidiaries to do so, except that any Subsidiary of the Borrower may merge or consolidate with or into, or dispose of assets to, any other Subsidiary of the Borrower, (ii) any Subsidiary of the Borrower may merge into or dispose of assets to the Borrower and (iii) the Borrower may merge with any other Person so long as the Borrower is the surviving corporation and (iv) any Insignificant Subsidiary may merge or consolidate with or into, or dispose of assets to, any other Person, provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom.
Mergers, Dispositions, etc. Consolidate or merge with any company or person, liquidate or dissolve, or sell, lease, assign, transfer or otherwise dispose of all or any material part of Borrowers' business or assets, or any real property (other than non-material dispositions in the ordinary course or business), to any company or person; provided, however, Borrowers may merge or enter into other business combinations among themselves, or acquire other non-affiliated companies, provided that the aggregate amount of such permitted mergers does not exceed 7-1/2% of Borrowers' tangible net worth at the time of the transaction, and such acquisitions result in an affiliate which would produce a positive cash flow from its inception. Any new affiliate of Borrowers which acquires an ownership interest in any Security shall be required to join in this Agreement and become jointly and severally liable for the Notes, and to pledge its interest in the Security to secure the Notes.
Mergers, Dispositions, etc. Subject to Section 8.1 hereof, unless otherwise agreed to in advance by a Majority of Preferred Members and a Majority of Common Members, the Company will not, and will not permit any Subsidiary to, (a) merge or consolidate with any Person, (b) sell, lease (as lessor) or otherwise dispose of all or any substantial portion of its assets, or all or any substantial portion of the assets of any division or line of business of any Related Company (whether effected by merger, sale of assets or otherwise), (c) sell or otherwise dispose of any limited liability company interest, capital stock or other equity or comparable security of any Subsidiary or (d) enter into any joint venture, partnership or similar arrangement.
Mergers, Dispositions, etc. The Borrower will not, without the prior written consent of the Lenders, merge into, acquire or consolidate with any other Person (whether in one transaction or in a series of transactions) where (i) the net book value of the Person to be acquired in such merger, acquisition, or consolidation is $1,000,000.00 or greater, or (ii) the liabilities of the Person. The Borrower will not sell, lease, or otherwise dispose of (whether in one transaction or in a series of transactions) its Property or assets except sales of assets in the ordinary course of business.
Mergers, Dispositions, etc. No Borrower will merge or consolidate with any other Person, except that the Company may merge with any other Person which is a wholly-owned Subsidiary of the Company at the date of this Agreement or which is acquired hereafter by the Company pursuant to a Permitted Acquisition; provided that, in each such case, (i) the Company is the surviving corporation, (ii) such merger does not result in any material change in the executive officers of the Company, (iii) if made pursuant to an Acquisition, such merger does not result in the issuance of capital stock of the Company in such amount so that the former stockholders of the acquired company would receive shares of any class of voting stock of the Company aggregating more than 50% of the total number of shares of such class of stock outstanding immediately after such merger and (iv) at the time of such merger there is, and after giving effect thereto there would be, no violation of any of the financial tests set forth in any of Subsections 6.01(r), 6.01(s), 6.01(t) or 6.01(u). Compliance with each of the financial tests described in clause (iv) of the immediately preceding sentence will be determined on a pro forma basis based on the Company's financial position as at the end of its most recently completed fiscal quarter and giving effect to such merger on a pro forma basis as if same had occurred at such fiscal quarter-end. No Borrower will liquidate or dissolve or sell, assign, lease or otherwise dispose of (whether in one transaction or in a series of transactions) any item or items material to its business (whether now owned or hereafter acquired) included in the assets of any Borrower (nor will any Borrower permit any of its Subsidiaries to do any of the foregoing), except that the Borrowers and their respective Subsidiaries may sell or dispose of property through (i) sales of inventory in the ordinary course of business, (ii) disposal of worn out or obsolete equipment in the ordinary course of business, and (iii) sale or disposal in any one fiscal year of items aggregating not more than $50,000; provided that the Borrowers may dispose of assets in excess of said $50,000 limit in one or more arms'-length transactions, so long as the net after-tax amount of such excess is promptly applied to prepayment of the Term Loan.
Mergers, Dispositions, etc. (a) Except for the acquisition by NuPipe Limited of Insituform Permaline Limited in a scheme of arrangement under English law, sell, assign, lease, transfer, or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property (or any Subsidiary), or the Property (whether now owned or hereafter acquired) of any of its Subsidiaries, to any Person, except for transfers to a Subsidiary that is also a Guarantor that has been previously approved by the Lenders, and that has executed and delivered to Lenders its Guaranty and all related items as described in Article 5 of this Agreement; or (b) consolidate with or merge into, or permit any Subsidiary to consolidate with or merge into, any other corporation or entity, (i) unless no Event of Default (without reference to this Section 7.06) has occurred or would occur after giving effect to such merger, and (ii) (x) unless the Borrower or a Subsidiary that is also a Guarantor that has been previously approved by the Lenders and that has executed and delivered to Lenders its Guaranty and all related items as described in Article 5 of this Agreement is the surviving entity, or (y) such transaction is effectuated in order to consummate a Permitted Acquisition and is effectuated by a newly-formed Subsidiary (which is not a Significant Subsidiary) created for that purpose; (c) suffer or permit in whole or in part dissolution or liquidation of Borrower or any Subsidiary (except in a transaction permitted by clause (b) immediately preceding and except, with regard to a Subsidiary, but not with regard to the Borrower, in a transaction permitted by clause (a) immediately preceding); or
Mergers, Dispositions, etc. Neither Borrower will merge, combine or consolidate with any other Person. Neither Borrower will liquidate or dissolve or sell, assign, lease or otherwise dispose of (whether in one transaction or in a series of transactions) any item or items material to its business (whether now owned or hereafter acquired) included in the assets of the Borrowers, except that the Borrowers may sell or dispose of property through (i) sales of inventory in the ordinary course of business and (ii) disposal of worn out or obsolete equipment in the ordinary course of business.
Mergers, Dispositions, etc. (a) Sell, assign, lease, transfer, or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property, or the Property (whether now owned or hereafter acquired) of any of its Significant Subsidiaries, to any Person; or (b) consolidate with or merge into, or permit any Significant Subsidiary to consolidate with or merge into, any other corporation or entity, unless the Borrower or a Significant Subsidiary is the surviving entity and has a Tangible Net Worth equal to or greater than Borrower or Significant Subsidiary prior to such consolidation or merger; (c) suffer or permit in whole or in part dissolution or liquidation of Borrower or any Significant Subsidiary (except in a transaction permitted by