Mergers, Sales, Acquisitions, Subsidiaries and Other Transactions Outside the Ordinary Course of Business. Loan Parties shall not, and shall not permit any Subsidiary to (i) enter into any merger or consolidation other than (A) any merger of any Loan Party (other than Xxxxxx Products Delaware) with and into any other Loan Party (other than Xxxxxx Products Delaware); provided that, if such transaction involves a Borrower, the Borrower is the surviving entity; and provided further that, no such transaction shall involve an Excluded Subsidiary, and (B) any merger of any Subsidiary that is not a Loan Party with and into any other Subsidiary that is not a Loan Party; provided that, no such transaction shall involve an Excluded Subsidiary; (ii) other than in accordance with Section 12.2.4 hereof, change the state of its organization or enter into any transaction which has the effect of changing its state of organization; (iii) sell, lease or otherwise dispose of any of its assets, including any disposition as part of any sale-leaseback transactions, other than (A) any sale or other disposition of inventory in the ordinary course of business, (B) any sale or other disposition of obsolete, worn-out or excess assets (other than Accounts or Inventory), (C) the sale of investments which are cash equivalents permitted by this Agreement in the ordinary course of business, (D) any sale or other disposition of assets by Loan Parties and their Subsidiaries in an amount not to exceed $1,000,000 in the aggregate in any Fiscal Year, (E) any sale-leaseback transaction for which any Loan Party or any Subsidiary has obtained the prior written consent of Lender and (F) the Permitted Intercompany Transfers; provided that, in each case the proceeds of such sale or other disposition are applied to the Obligations as required by Section 2.6.5 hereof; (iv) purchase the stock, other equity interests or all or a material portion of the assets of any Person or division of such Person other than any merger or consolidation permitted in clause (i) above; or (v) enter into any transaction for the any purchase, redemption or retirement of any shares of any class of its stock or any other equity interest, and any issuance of any shares of, or warrants or other rights to receive or purchase any shares of, any class of its stock or any other equity interest other than the voluntary dissolution of any Excluded Subsidiary in accordance with Section 13.15 below. No Loan Party shall, nor shall it permit any Subsidiary to, form any Subsidiaries or enter into any joint ventures or partnerships with any o...
Mergers, Sales, Acquisitions, Subsidiaries and Other Transactions Outside the Ordinary Course of Business. No Borrower shall (a) enter into any merger or consolidation; (b) change the state of such Borrower’s organization or enter into any transaction which has the effect of changing such Borrower’s state of organization; (c) sell, lease or otherwise dispose of any of its assets other than in the ordinary course of business; (d) purchase the stock, other equity interests or all or a material portion of the assets of any Person or division of such Person; or (e) enter into any other transaction outside the ordinary course of such Borrower’s business, including, without limitation, any purchase, redemption or retirement of any shares of any class of its stock or any other equity interest other than pursuant to rights related to employment agreements and/or employee equity plans and the like, and any issuance of any shares of, or warrants or other rights to receive or purchase any shares of, any class of its stock or any other equity interest other than pursuant to employment agreements and/or employee equity plans and the like. No Borrower shall form any Subsidiaries or enter into any joint ventures or partnerships with any other Person. Notwithstanding anything to the contrary in this Agreement, a Borrower may divest itself of United Breweries International Limited (UK).
Mergers, Sales, Acquisitions, Subsidiaries and Other Transactions Outside the Ordinary Course of Business. Borrower shall not (i) enter into any merger, consolidation, liquidation or dissolution; (ii) change the jurisdiction of Borrower’s organization or enter into any transaction which has the effect of changing Borrower’s jurisdiction of organization (iii) sell, lease or otherwise dispose of any of its assets other than sales of Inventory in the ordinary course of its business; (iv) purchase any of the stock or other equity interests or all or a material portion of the assets of any Person or division of such Person; or (v) enter into any other transaction outside the ordinary course of such Borrower’s business, including, without limitation, any purchase, redemption or retirement of any shares of any class of its stock or any other equity interest, and any issuance of any shares of, or warrants or other rights to receive or purchase any shares of, any class of its stock or any other equity interest. Borrower shall not form any Subsidiaries or enter into any joint ventures or partnerships with any other Person.
Mergers, Sales, Acquisitions, Subsidiaries and Other Transactions Outside the Ordinary Course of Business. No Borrower shall, nor shall US Borrower permit any other Company to, (i) enter into any merger or consolidation; (ii) without providing Lender thirty (30) days prior notice (provided that such Borrower or Company shall take all steps necessary or otherwise requested by Lender to preserve and perfect Lender’s liens in the Collateral), change its jurisdiction of organization or enter into any transaction which has the effect of changing its jurisdiction of organization, provided that in no event shall any Company change its country of organization; (iii) sell, lease or otherwise dispose of any of its assets other than sales of Inventory in the ordinary course of business other than the sale of the US Borrower’s real estate located at 200 Xxxxxxxxxx Xxxxx, Xxxxxxxx, Xxxxx in accordance with Section 30 of that certain “Net” Lease Agreement dated as of September 26, 2003, and as in effect on the date hereof, between US Borrower and West Machine and Tool, Inc.; (iv) purchase the stock, other equity interests or all or a material portion of the assets of any Person or division of such Person; or (v) enter into any other transaction outside the ordinary course of such Company’s business, including, without limitation, any purchase, redemption or retirement of any shares of any class of its stock or any other equity interest, and any issuance of any shares of, or warrants or other rights to receive or purchase any shares of, any class of its stock or any other equity interest. No Company shall form any Subsidiaries or enter into any joint ventures or partnerships with any other Person without the prior written consent of Lender, which such consent shall not be unreasonably withheld.
Mergers, Sales, Acquisitions, Subsidiaries and Other Transactions Outside the Ordinary Course of Business. No Loan Party shall (a) enter into any merger or consolidation; (b) change the state of such Loan Party’s organization or enter into any transaction which has the effect of changing such Loan Party’s state of organization; (c) sell, lease or otherwise dispose of any of its assets other than in the ordinary course of business; (d) purchase the stock, other equity interests or all or a material portion of the assets of any Person or division of such Person; or (e) enter into any other transaction outside the ordinary course of such Loan Party’s business, including, without limitation, any purchase, redemption or retirement of any shares of any class of its stock or any other equity interest, and any issuance of any shares of, or warrants or other rights to receive or purchase any shares of, any class of its stock or any other equity interest. No Loan Party shall form any Subsidiaries or enter into any joint ventures or partnerships with any other Person without Lender’s prior written consent.
Mergers, Sales, Acquisitions, Subsidiaries and Other Transactions Outside the Ordinary Course of Business. No Loan Party shall (i) enter into any merger or consolidation; (ii) change the state of such Loan Party's organization or enter into any transaction which has the effect of changing such Loan Party's state of organization; (iii) sell, lease or otherwise dispose of any of its assets other than in the ordinary course of business; (iv) purchase the stock, other equity interests or all or a material portion of the assets of any Person or division of such Person; or (v) enter into any other transaction outside the ordinary course of such Loan Party's business, including, without limitation, any purchase, redemption or retirement of any shares of any class of its stock or any other equity interest, and any issuance of any shares of, or warrants or other rights to receive or purchase any shares of, any class of its stock or any other equity interest, except that any Loan Party and any of its Subsidiaries may enter into any Permitted Acquisition and sell, lease or dispose of any of its assets as permitted in Section 7 of this Agreement and Parent may repurchase its stock pursuant to any stock repurchase program approved by its Board
Mergers, Sales, Acquisitions, Subsidiaries and Other Transactions Outside the Ordinary Course of Business. Neither of the Borrowers shall (i) enter into any merger or consolidation; (ii) change their respective state of organization or enter into any transaction which has the effect of changing its state of organization (iii) sell, lease or otherwise dispose of any of their respective assets other than in the ordinary course of business; (iv) purchase the stock, other equity interests or all or a material portion of the assets of any Person or division of such Person; or (v) enter into any other transaction outside the ordinary course of such Borrower’s business, including, without limitation, any purchase, redemption or retirement of any shares of any class of its stock or any other equity interest, and any issuance of any shares of, or warrants or other rights to receive or purchase any shares of, any class of its stock or any other equity interest (other than equity compensation plans for their respective officers, employees or members of boards of directors). Neither of the Borrowers shall form any Subsidiaries or enter into any joint ventures or partnerships with any other Person.
Mergers, Sales, Acquisitions, Subsidiaries and Other Transactions Outside the Ordinary Course of Business. Borrower shall not, and shall not permit any other Credit Party to, (i) enter into any merger or consolidation; (ii) change the state of its organization or enter into any transaction which has the effect of changing its state of organization; (iii) sell, lease or otherwise dispose of any of its assets other than in the ordinary course of business; (iv) purchase the stock, other equity interests or all or a material portion of the assets of any Person or division of such Person; (v) enter into any other transaction outside the ordinary course of its business, including any purchase, redemption or retirement of any shares of any class of its stock or any other equity interest, and any issuance of any shares of, or warrants or other rights to receive or purchase any shares of, any class of its stock or any other equity interest; or (vi) acquire any assets except in the ordinary course of business and as otherwise permitted by this Agreement and the other Loan Documents. Borrower shall not, and shall not permit any other Credit Party to, form any Subsidiaries or enter into any joint ventures or partnerships with any other Person.
Mergers, Sales, Acquisitions, Subsidiaries and Other Transactions Outside the Ordinary Course of Business. No Borrower shall (i) enter into any merger or consolidation; (ii) change its state of organization or enter into any transaction which has the effect of changing its state of organization (iii) sell, lease or otherwise dispose of any of its assets other than in the ordinary course of business; (iv) purchase the stock, other equity interests or all or a material portion of the assets of any Person or division of such Person; or (v) enter into any other transaction outside the ordinary course of such Borrower's business, including, without limitation, any purchase, redemption or retirement of any shares of any class of its stock or any other equity interest, and any issuance of any shares of, or warrants or other rights to receive or purchase any shares of, any class of its stock or any other equity interest. No Borrower shall form any Subsidiaries or enter into any joint ventures or partnerships with any other Person. Notwithstanding the foregoing, BioClinical may merge into GPSI subsequent to the date hereof so long as (x) such merger is permitted under all applicable laws, (y) no Event of Default shall have occurred prior to the time of or would occur as a result of such merger and (z) such Borrowers execute and deliver to Lender such documents in form and substance satisfactory to Lender in its sole discretion as shall be required by Lender, including without limitation, an attorney’s opinion letter and solvency certificate.
Mergers, Sales, Acquisitions, Subsidiaries and Other Transactions Outside the Ordinary Course of Business. Borrower shall not (a) form any foreign Subsidiary and shall not form any domestic Subsidiary, unless such Subsidiary (i) has no material assets, and (ii) such Subsidiary is formed for purposes of consummating a Permitted Acquisition and is joined as a Loan Party on or before the closing of such Permitted Acquisition; (b) enter into any merger or consolidation; (c) change the state of Borrower’s organization or enter into any transaction which has the effect of changing Borrower’s state of organization; (d) [reserved]; (e) if Borrower is a limited liability company, divide into multiple limited liability companies; (f) [reserved]; (g) [reserved]; (h) enter into any joint ventures or partnerships with any other Person; or (i) enter into any other material transaction outside the ordinary course of Borrower’s business.
