Common use of Mergers, Sales, Etc Clause in Contracts

Mergers, Sales, Etc. (A) Merge or consolidate with any other Person, except that this Section 5.2(c) shall not apply to (i) any merger or consolidation of Lessee with any other Person provided that the Lessee is the surviving corporation after such merger or consolidation, (ii) any merger or consolidation of any of the Lessee's Subsidiaries with any other Person provided that any such Subsidiary shall be the surviving corporation after such merger or consolidation or (iii) any merger between Subsidiaries of Lessee, and (B) sell, lease, transfer or otherwise dispose of its accounts, property or other assets (including capital stock of any Subsidiary of Lessee), except that this Section 5.2(c) shall not apply to (i) any sale, lease, transfer or other disposition of assets of any Subsidiary of the Lessee to the Lessee or any of its Material Subsidiaries, (ii) sales of inventory in the ordinary course of business of the Lessee and its Subsidiaries, (iii) disposition of equipment or inventory determined in good faith to be obsolete or unusable by the Lessee or its Subsidiaries, or (iv) any other sale of the Lessee's assets during the Lease Term with an aggregate book value, when aggregated with all other such sales since the Initial Closing Date, not exceeding 7.5% of the aggregate book value of all of the Lessee's assets on the date of such transfer; provided, however, that no transaction pursuant to clause (A), clause (B)(i) or clause (B)(iv) above shall be permitted if any Potential Event of Default or Event of Default exists at the time of such transaction or would exist as a result of such transaction.

Mergers, Sales, Etc. (Aa) Merge or consolidate with any other Person, except that this Section 5.2(c) 8.03 shall not apply to (i) any merger or consolidation of Lessee Borrower with any other Person provided that the Lessee Borrower is the surviving corporation after such merger or consolidation, (ii) any merger or consolidation of any of the LesseeBorrower's Subsidiaries with any other Person provided that any such Subsidiary shall be the surviving corporation after such merger or consolidation or (iii) any merger between Subsidiaries of LesseeBorrower, and (Bb) sell, lease, transfer or otherwise dispose of its accounts, property or other assets (including capital stock of any Subsidiary of LesseeBorrower), except that this Section 5.2(c) 8.03 shall not apply to (i) any sale, lease, transfer or other disposition of assets of any Subsidiary of the Lessee Borrower to the Lessee Borrower or any of its Material Subsidiaries, (ii) sales of inventory in the ordinary course of business of the Lessee Borrower and its Subsidiaries, (iiiii) disposition of equipment or inventory determined in good faith to be obsolete or unusable by the Lessee Borrower or its Subsidiaries, or (iv) any other sale of the LesseeBorrower's assets during the Lease Term term of this Agreement (excluding the sale of any assets pertaining to Mozzarella's or Tia's units or any Ruby Tuesday units pursuant to the Borrower's Franchise Partner Program) with an aggregate book value, when aggregated with all other such sales since the Initial Closing Date, not exceeding 7.5% of the aggregate book value of all of the LesseeBorrower's assets on the date of such transfer; provided, however, that no transaction pursuant to clause (Aa), clause (B)(ib)(i) or clause (B)(ivb)(iv) above shall be permitted if any Potential Event of Default or Event of Default exists at the time of such transaction or would exist as a result of such transaction."

Mergers, Sales, Etc. (A) Merge or consolidate with any other Person, except that this Section 5.2(c6.2(c) shall not apply to (i) any merger or consolidation of Lessee Sponsor with any other Person provided that the Lessee Sponsor is the surviving corporation after such merger or consolidation, (ii) any merger or consolidation of any of the LesseeSponsor's Subsidiaries with any other Person provided that any such Subsidiary shall be the surviving corporation after such merger or consolidation or (iii) any merger between Subsidiaries of LesseeSponsor, and (B) sell, lease, transfer or otherwise dispose of its accounts, property or other assets (including capital stock of any Subsidiary of LesseeSponsor), except that this Section 5.2(c6.2(c) shall not apply to (i) any sale, lease, transfer or other disposition of assets of any Subsidiary of the Lessee Sponsor to the Lessee Sponsor or any of its Material Subsidiaries, (ii) sales of inventory in the ordinary course of business of the Lessee Sponsor and its Subsidiaries, (iii) disposition of equipment or inventory determined in good faith to be obsolete or unusable by the Lessee Sponsor or its Subsidiaries, or (iv) any other sale of the LesseeSponsor's assets during the Lease Term term of this Agreement (excluding the sale of any assets pertaining to Mozzarella's or Tia's units or any Ruby Tuesday units pursuant to the Company's Franchise Partner Program) with an aggregate book value, when aggregated with all other such sales since the Initial Closing Datemay 30, 1997, not exceeding 7.5% of the aggregate book value of all of the LesseeSponsor's assets on the date of such transfer; provided, however, that no transaction pursuant to clause (A), clause (B)(i) or clause (B)(iv) above shall be permitted if any Potential Unmatured Credit Event of Default or Credit Event of Default exists at the time of such transaction or would exist as a result of such transaction."

Mergers, Sales, Etc. (A) Merge or consolidate with any other Person, except that this Section 5.2(c6.2(c) shall not apply to (i) any merger or consolidation of Lessee Sponsor with any other Person provided that the Lessee Sponsor is the surviving corporation after such merger or consolidation, (ii) any merger or consolidation of any of the LesseeSponsor's Subsidiaries with any other Person provided that any such Subsidiary shall be the surviving corporation after such merger or consolidation or (iii) any merger between Subsidiaries of LesseeSponsor, and (B) sell, lease, transfer or otherwise dispose of its accounts, property or other assets (including capital stock of any Subsidiary of LesseeSponsor), except that this Section 5.2(c6.2(c) shall not apply to (i) any sale, lease, transfer or other disposition of assets of any Subsidiary of the Lessee Sponsor to the Lessee Sponsor or any of its Material Subsidiaries, (ii) sales of inventory in the ordinary course of business of the Lessee Sponsor and its Subsidiaries, (iii) disposition of equipment or inventory determined in good faith to be obsolete or unusable by the Lessee Sponsor or its Subsidiaries, or (iv) any other sale of the LesseeSponsor's assets during the Lease Term term of this Agreement with an aggregate book value, when aggregated with all other such sales since the Initial Closing DateMarch 6, 1996, not exceeding 7.5% of the aggregate book value of all of the LesseeSponsor's assets on the date of such transfer; provided, however, that no transaction pursuant to clause (A), clause (B)(i) or clause (B)(iv) above shall be permitted if any Potential Event of Default or Event of Default exists at the time of such transaction or would exist as a result of such transaction.b)

Mergers, Sales, Etc. (A) Merge or consolidate with any other Person, except that this Section 5.2(c) shall not apply to (i) any merger or consolidation of Lessee with any other Person provided that the Lessee is the surviving corporation after such merger or consolidation, (ii) any merger or consolidation of any of the Lessee's Subsidiaries with any other Person provided that any such Subsidiary shall be the surviving corporation after such merger or consolidation or (iii) any merger between Subsidiaries of Lessee, and (B) sell, lease, transfer or otherwise dispose of its accounts, property or other assets (including capital stock of any Subsidiary of Lessee), except that this Section 5.2(c) shall not apply to (i) any sale, lease, transfer or other disposition of assets of any Subsidiary of the Lessee to the Lessee or any of its Material Subsidiaries, (ii) sales of inventory in the ordinary course of business of the Lessee and its Subsidiaries, (iii) disposition of equipment or inventory determined in good faith to be obsolete or unusable by the Lessee or its Subsidiaries, or (iv) any other sale of the Lessee's assets during the Lease Term (excluding the sale of any assets pertaining to Mozzarella's or Tia's units or any Ruby Tuesday's units pursuant to the Lessee's Franchise Partner Program) with an aggregate book value, when aggregated with all other such sales since the Initial Closing DateMay 30, 1997, not exceeding 7.5% of the aggregate book value of all of the Lessee's assets on the date of such transfer; provided, however, that no transaction pursuant to clause (A), clause (B)(i) or clause (B)(ivB(iv) above shall be permitted if any a Potential Event of Default or Event of Default exists at the time of such transaction or would exist as a result of such transaction."

Mergers, Sales, Etc. (A) Merge or consolidate with any other Person, except that this Section 5.2(c6.2(c) shall not apply to (i) any merger or consolidation of Lessee Sponsor with any other Person provided that the Lessee Sponsor is the surviving corporation after such merger or consolidation, (ii) any merger or consolidation of any of the LesseeSponsor's Subsidiaries with any other Person provided that any such Subsidiary shall be the surviving corporation after such merger or consolidation or (iii) any merger between Subsidiaries of LesseeSponsor, and (B) sell, lease, transfer or otherwise dispose of its accounts, property or other assets (including capital stock of any Subsidiary of LesseeSponsor), except that this Section 5.2(c6.2(c) shall not apply to (i) any sale, lease, transfer or other disposition of assets of any Subsidiary of the Lessee Sponsor to the Lessee Sponsor or any of its Material Subsidiaries, (ii) sales of inventory in the ordinary course of business of the Lessee Sponsor and its Subsidiaries, (iii) disposition of equipment or inventory determined in good faith to be obsolete or unusable by the Lessee Sponsor or its Subsidiaries, or (iv) any other sale of the LesseeSponsor's assets during the Lease Term term of this Agreement (excluding the sale of any assets pertaining to Mozzarella's or Tia's units or any Ruby Tuesday units pursuant to the Company's Franchise Partner Program) with an aggregate book value, when aggregated with all other such sales since the Initial Closing DateMay 30, 1997, not exceeding 7.5% of the aggregate book value of all of the LesseeSponsor's assets on the date of such transfer; provided, however, that no transaction pursuant to clause (A), clause (B)(i) or clause (B)(iv) above shall be permitted if any Potential Unmatured Credit Event of Default or Credit Event of Default exists at the time of such transaction or would exist as a result of such transaction.

Mergers, Sales, Etc. (Aa) Merge or consolidate with any ------------------- other Person, except that this Section 5.2(c) 8.03 shall not apply to (i) any merger or consolidation of Lessee Borrower with any other Person provided that the Lessee Borrower is the surviving corporation after such merger or consolidation, (ii) any merger or consolidation of any of the LesseeBorrower's Subsidiaries with any other Person provided that any such Subsidiary shall be the surviving corporation after such merger or consolidation or (iii) any merger between Subsidiaries of LesseeBorrower, and (Bb) sell, lease, transfer or otherwise dispose of its accounts, property or other assets (including capital stock of any Subsidiary of LesseeBorrower), except that this Section 5.2(c) 8.03 shall not apply to (i) any sale, lease, transfer or other disposition of assets of any Subsidiary of the Lessee Borrower to the Lessee Borrower or any of its Material Subsidiaries, (ii) sales of inventory in the ordinary course of business of the Lessee Borrower and its Subsidiaries, (iii) disposition of equipment or inventory determined in good faith to be obsolete or unusable by the Lessee Borrower or its Subsidiaries, or (iv) any other sale of the LesseeBorrower's assets during the Lease Term term of this Agreement with an aggregate book value, when aggregated with all other such sales since the Initial Closing Date, not exceeding 7.5% of the aggregate book value of all of the LesseeBorrower's assets on the date of such transfer; provided, however, that no transaction pursuant to clause (Aa), clause (B)(ib)(i) or clause (B)(ivb)(iv) above shall be permitted if any Potential Event of Default or Event of Default exists at the time of such transaction or would exist as a result of such transaction.

Mergers, Sales, Etc. (A) Merge into or with or consolidate with, or ------------------- permit any of its Restricted Subsidiaries to merge into or with or consolidate with, any other Person, or sell, lease or otherwise dispose of, or permit any of its Restricted Subsidiaries to sell, lease or otherwise dispose of (whether in one transaction or in a series of related transactions) all or a material part of its Property to any other Person; except that this Section 5.2(c) shall not apply to for: (i) any merger or consolidation which does not result in a Change of Lessee with any other Person provided that Control, so long as the Lessee Company is the surviving corporation after survivor in each such merger or consolidation, the survivor assumes all of the Company's obligations and liabilities to the Lenders, the Issuing Bank and the Administrative Agent under or in connection with the Lender Indebtedness and the Financing Documents, pursuant to written agreements in form and substance satisfactory to the Administrative Agent; (ii) any merger or consolidation of any one Subsidiary of the Lessee's Company with one or more other Subsidiaries with of the Company, and any other Person merger of a Subsidiary of the Company into the Company; provided that -------- any merger or consolidation of an Unrestricted Subsidiary with a Restricted Subsidiary shall require the prior written consent of the Required Lenders and, if such consent is given, a Restricted Subsidiary shall be the surviving corporation after such merger or consolidation or entity; or (iii) any merger between Subsidiaries lease, sale or other transfer of Lessee, and (A) equipment which is worthless or obsolete; (B) sell, lease, transfer or otherwise dispose of its accounts, property or other assets inventory (including capital stock of any Subsidiary of Lessee), except that this Section 5.2(coil and gas and seismic data) shall not apply to (i) any sale, lease, transfer or other disposition of assets of any Subsidiary of the Lessee to the Lessee or any of its Material Subsidiaries, (ii) sales of inventory sold in the ordinary course of business of the Lessee and its Subsidiaries, business; (iii) disposition of equipment or inventory determined in good faith to be obsolete or unusable by the Lessee or its Subsidiaries, or (ivC) any other sale of the Lessee's assets during the Lease Term with an aggregate book Oil and Gas Properties sold, leased or otherwise transferred for fair market value, when aggregated with all other such sales since the Initial Closing Date, not exceeding 7.5% of provided that the aggregate book fair market value of all BB Properties so sold does not exceed $20,000,000 in the aggregate in any Fiscal Year of the Lessee's assets on Company without the date prior written consent of such transferthe Required Lenders; and (D) equity interests in Unrestricted Subsidiaries; provided, however, that no transaction pursuant to clause in each case (Aother than the sale, lease or -------- ------- transfer of Property described in Section 5.03(c)(iii)(A) and (B) and Oil and Gas Properties that are not BB Properties), clause (B)(i) immediately thereafter and giving effect thereto, no event shall occur and be continuing which constitutes a Default or clause (B)(iv) above shall be permitted if any Potential an Event of Default or Event Default. The Administrative Agent shall, upon the Company's request, release all of Default exists at its and the time of such transaction or would exist Lenders' Liens on any Property sold as a result of such transactionpermitted under this Section 5.03(c).