Mergers; Sale of Assets Sample Clauses

Mergers; Sale of Assets. Neither Borrower nor any Material Subsidiary shall merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease (as a lessor) or otherwise dispose of (in one transaction or in a series of related transactions) all (or substantially all) of its assets, or all or substantially all of the stock of or other equity interest in any of its Subsidiaries (in each case, whether now owned or hereafter acquired), unless: (i) at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, and (ii) if the Borrower is involved in any such transaction, it is the surviving or resultant entity or the recipient of any such sale, transfer, lease or other disposition of assets, and if one or more Material Subsidiaries is involved in any such transaction (and Borrower is not), a Material Subsidiary is the surviving or resultant entity or the recipient of any such sale, transfer, lease or other disposition of assets; provided, however, that in no event shall any such merger, consolidation, sale, transfer, lease or other disposition whether or not otherwise permitted by this Section 7.02 have the effect of releasing the Borrower from any of its obligations and liabilities under this Agreement.

Mergers; Sale of Assets. (a) No Loan Party shall merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease (as a lessor) or otherwise dispose of (in one transaction or in a series of related transactions) all (or substantially all) of its assets, or all or substantially all of the stock of or other equity interest in any of its Subsidiaries (in each case, whether now owned or hereafter acquired), unless: (i) at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, and (ii) if either Borrower is involved in any such transaction, it is the surviving or resultant entity or the recipient of any such sale, transfer, lease or other disposition of assets, and if one or more Loan Parties is involved in any such transaction (and neither Borrower is), a Loan Party is the surviving or resultant entity or the recipient of any such sale, transfer, lease or other disposition of assets; provided, however, that in no event shall any such merger, consolidation, sale, transfer, lease or other disposition whether or not otherwise permitted by this Section 7.02(a) have the effect of releasing either Borrower from any of its obligations and liabilities under this Agreement (unless the Parent Borrower and the Opco Borrower merger or consolidate with each other). (b) Except as set forth in Section 7.02(a), prior to the date the Parent Borrower receives an Investment Grade Rating, a Loan Party will not make, nor permit its Subsidiaries to make any Disposition except: (i) Dispositions of inventory in the ordinary course of business; (ii) Dispositions of machinery and equipment no longer used or useful in the conduct of business of a Loan Party and its Subsidiaries that are Disposed of in the ordinary course of business; (iii) Dispositions of assets to a Loan Party or a Subsidiary, provided that if the transferor of such assets is a Loan Party, the transferee thereof must be or, substantially contemporaneous with such Disposition, will become, a Loan Party; (iv) Dispositions of accounts receivable and instruments in connection with the collection or compromise thereof; (v) Dispositions of licenses, sublicenses, leases or subleases not interfering in any material respect with the business of a Loan Party and its Subsidiaries; (vi) Dispositions of cash or cash equivalents in the ordinary course of business; (vii) Dispositions in which: (i) the assets be...

Mergers; Sale of Assets. Adopt or carry out any plan of liquidation, partial liquidation, reorganization, incorporation, recapitalization, merger or consolidation nor sell, transfer or otherwise dispose of all or any substantial portion of its Assets (whether in one transaction or a series of related transactions), without the prior written consent of the Agent.

Mergers; Sale of Assets. The Company will not merge or consolidate with or into any Person unless in each case the Company shall be the surviving corporation, except that the Company may consolidate with or merge into any other Person if such consolidation or merger is, in the opinion of Board of Directors of the Company, advantageous for tax or operational reasons (but not to effect the acquisition of or by, or consolidation with, any Person that is not already a Subsidiary of the Company), provided that:

Mergers; Sale of Assets. No Loan Party will, 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 (as a lessor) or otherwise dispose of (in one transaction or in a series of related transactions) all (or substantially all) of its assets, or all or substantially all of the stock of or other equity interest in any of its Subsidiaries (in each case, whether now owned or hereafter acquired), unless: (i) at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, (ii) if a Loan Party is involved in any such transaction, such Loan Party is the surviving or resultant entity or the recipient of any such sale, transfer, lease or other disposition of assets, and if any other Loan Party is involved in any such transaction a Loan Party is the surviving or resultant entity or the recipient of any such sale, transfer, lease or other disposition of assets; PROVIDED, HOWEVER, that in no event shall any such merger, consolidation, sale, transfer, lease or other disposition whether or not otherwise permitted by this SECTION 7.04 have the effect of releasing any Loan Party from any of its obligations and liabilities under this Agreement.

Mergers; Sale of Assets. Guarantor shall not consolidate or merge with or into any other corporation or sell, lease, transfer or otherwise dispose of all or substantially all of its assets to another Person, unless (i) the successor entity assumes in writing all of the obligations of the Guarantor hereunder (the “Successor Guarantee”) immediately after which time this Guarantee Agreement shall be terminated and replaced by the Successor Guarantee, or (ii) such consolidation, merger or reorganization is between the Guarantor and the Issuer. In the case of a consolidation, merger or reorganization, the result of which is that the Guarantor and the Issuer shall have become a single entity, immediately after the Holders are issued new preference securities with the same rights, privileges and preferences as the Series A Preferred Shares by such entity (except as permitted by the Articles Supplementary), this Guarantee Agreement shall terminate.

Mergers; Sale of Assets. School shall not, without Client's prior written consent: (i) sell, lease, transfer or dispose of substantially all of its assets to another entity; or (ii) consolidate with or merge into another entity, permit any other entity to merge into it or consolidate with it.

Mergers; Sale of Assets. Etc. Except in connection with the Investment Agreement, neither the Borrower nor any of its Subsidiaries shall (a) directly or indirectly, by operation of law or otherwise, merge with, consolidate with, acquire all or substantially all of the assets or Stock, or otherwise combine with, any Person or form any Subsidiary, (b) sell, convey, transfer, lease or otherwise dispose of any of its assets or Stock or any interest therein to any Person, or permit or suffer any other Person to acquire any interest in any of the assets of the Borrower or such Subsidiary, except (i) the sale or disposition of Inventory or other assets in the ordinary course of business or other tangible personal property which has become obsolete or is replaced in the ordinary course of business, and (ii) the rejection or assumption and assignment of executory contracts and unexpired leases pursuant to section 365 of the Bankruptcy Code; provided that all necessary approvals, including the approval of the Bankruptcy Court, have been obtained, or (c) enter into agreements in respect of any of the foregoing prohibited transactions.

Mergers; Sale of Assets. Etc. Except in connection with a Plan of Reorganization and except for the Globalstar Canada Transaction, neither the Borrower nor any of its Subsidiaries shall (a) directly or indirectly, by operation of law or otherwise, merge with, consolidate with, acquire all or substantially all of the assets or Stock, or otherwise combine with, any Person or form any Subsidiary, (b) sell, convey, transfer, lease or otherwise dispose of any of its assets or Stock or any interest therein to any Person, or permit or suffer any other Person to acquire any interest in any of the assets of the Borrower or such Subsidiary, except (i) the sale or disposition of Inventory or other assets in the ordinary course of business or other tangible personal property which has become obsolete or is replaced in the ordinary course of business, and (ii) the rejection or assumption and assignment of executory contracts and unexpired leases pursuant to section 365 of the Bankruptcy Code; provided that all necessary approvals, including the approval of the Bankruptcy Court, have been obtained, or (c) enter into agreements in respect of any of the foregoing prohibited transactions.

Mergers; Sale of Assets. The Company will not, and will not permit any of the Subsidiaries to, wind up, liquidate or dissolve its affairs, or merge, amalgamate or consolidate with or into any other person or entity, or convey, sell, lease or otherwise dispose of all or any material part of its property or assets (other than sales or other dispositions of inventory in the ordinary course of business and the disposition of used, worn out, obsolete or surplus property in the ordinary course of business), unless, with respect to any such action by the Company only, the Company has complied with Section 4(c) of the Note; provided, that the Company may effect the dissolution of Destin Therapeutics Inc. and Fate Therapeutics (Canada) Inc. following the Closing.