MERGERS, STOCK ISSUANCES, SALE OF ASSETS, ETC. (a) The Borrower shall not and shall not permit any of its Subsidiaries to (i) merge with any Person, (ii) consolidate with any Person, (iii) acquire all or substantially all of the Stock or Stock Equivalents of any Person, (iv) acquire all or substantially all of the assets of any Person, (v) enter into any joint venture or partnership with any Person, (vi) sell, lease, transfer or otherwise dispose of, whether in one transaction or in a series of transactions all or substantially all of its assets, except as permitted pursuant to subsection (c) below, or (vii) form any Subsidiary.
MERGERS, STOCK ISSUANCES, SALE OF ASSETS, ETC. (a) No Loan Party shall, or permit any of its Subsidiaries to (i) merge with any Person, (ii) consolidate with any Person, (iii) acquire all or substantially all of the Stock or Stock Equivalents of any Person other than as permitted by Section 7.6(f), (iv) acquire all or substantially all of the assets of any Person other than as permitted by Section 7.6(f), (v) enter into any joint venture or transaction with any Person, or (vi) sell, lease, transfer or otherwise dispose of, whether in one transaction or in a series of transactions, all or substantially all of its assets; provided that with respect to (iii), (iv) and (v) above, (1) the Borrower or any Guarantor may enter into any joint venture or transaction permitted by Section 7.6(f) and (2) with prior written notice to the Agent, the Borrower or any Guarantor may enter into any other joint venture or transaction requiring an aggregate Investment of cash or assets of not more than $3,000,000.
MERGERS, STOCK ISSUANCES, SALE OF ASSETS, ETC. (a) (i) Merge or consolidate with any Person, (ii) acquire all or substantially all of the Stock or Stock Equivalents of any Person or (iii) acquire all or substantially all of the assets of any Person or all or substantially all of the assets constituting the business of a division, branch or other unit operation of any Person, except that Borrower may acquire such assets if (A) no Default exists at the time of such acquisition, (B) no default would result from such acquisition and (C) immediately after giving effect to such acquisition and bringing current to Bank's satisfaction any liabilities assumed in connection with such acquisition, the Available Credit would be at least $1,000,000.
MERGERS, STOCK ISSUANCES, SALE OF ASSETS, ETC. (a) The Borrower --------------------------------------------- shall not, and shall not permit any of its Subsidiaries to, unless permitted by this Agreement, (i) merge with any Person, (ii) consolidate with any Person, (iii) divest or acquire all or substantially all of the Stock or other security convertible, exchangeable or exercisable into the Stock of any Person, (iv) divest or acquire all or substantially all of the assets of any Person or all or substantially all of the assets constituting the business of a division, branch or other unit of any Person, or (v) enter into any joint venture or partnership with any Person.
MERGERS, STOCK ISSUANCES, SALE OF ASSETS, ETC. (a) No Loan Party shall, or permit any of its Subsidiaries to (i) merge, consolidate with or into, any Person, (ii) acquire all or substantially all of the Stock or Stock Equivalents of any Person or acquire all or substantially all of the assets of any Person or (iii) enter into any joint venture or transaction with any Person; provided that (x) any direct or indirect Subsidiary of the Borrower may merge or consolidate with or into, the Borrower or any other Subsidiary of the Borrower and (y) the Borrower or any Guarantor may enter into any joint venture or transaction permitted by Section 7.6(b), (c), (f) or (g).
MERGERS, STOCK ISSUANCES, SALE OF ASSETS, ETC. (a) Except as contemplated by the Merger Agreement, merge or consolidate with, or permit any Subsidiary to merge or consolidate with, any Person or acquire all or substantially all of the Stock or Stock Equivalents of any Person; provided any Subsidiary may liquidate or dissolve voluntarily into, and may merge with and into, or have its stock otherwise acquired by Borrower or any other Subsidiary that is not a Foreign Subsidiary; provided that if Guarantor or Planar International Oy is a subject of any such action and is not the surviving entity, Borrower, immediately before the consummation of such action, shall: (i) pledge all of the Stock of the surviving entity to Administrative Lender on terms substantially the same as those set forth in the Pledge Agreement (or cause the Subsidiary that holds the Stock of such surviving entity to do so); and (ii) if Guarantor is a subject of any such action and is not the surviving entity, cause the surviving entity to grant a security interest in all of its assets to Administrative Lender on terms substantially the same as those set forth in the Guaranty;
MERGERS, STOCK ISSUANCES, SALE OF ASSETS, ETC. (a) Merge or consolidate with any Person or acquire all or substantially all of (i) the Stock or Stock Equivalents of any Person, (ii) the assets of any Person or (iii) the assets constituting the business of a division, branch or other unit operation of any Person, except for transactions involving aggregate consideration from Borrower of less than $8,000,000 of Borrower's Stock and $3,000,000 of other consideration (including, without limitation, assumption of liabilities and non-competition payments), in each event provided that no Default results from such transaction and provided that Borrower takes such action, if any, as is necessary to perfect Administrative Lender's Lien therein for the benefit of the Lenders; or
MERGERS, STOCK ISSUANCES, SALE OF ASSETS, ETC. (a) Merge or consolidate with any Person;
MERGERS, STOCK ISSUANCES, SALE OF ASSETS, ETC. (a) The Borrower shall not and shall not permit any of its Subsidiaries to (i) merge with any Person, (ii) consolidate with any Person, (iii) acquire all or substantially all of the Stock or Stock Equivalents of any Person, (iv) acquire all or substantially all of the assets of any Person or all or substantially all of the assets constituting the business of a division, branch or other unit operation of any Person, (v) enter into any joint venture or partnership with any Person, except for any Strategic Alliance entered into in the ordinary course of business consistent with past practice, or (vi) sell, lease, transfer or otherwise dispose of, whether in one transaction or in a series of transactions any of its assets, including, without limitation, substantially all assets constituting the business of a division, branch or other unit operation, except as permitted pursuant to Section 7.3, 7.5(c) or 7.6 and except that (A) any Subsidiary of the Borrower may merge into or consolidate with any other Subsidiary of the Borrower provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be a wholly-owned Subsidiary of the Borrower and if one such Subsidiary is a Guarantor, the surviving entity must be a Guarantor and (B) any of the Borrower's Subsidiaries may merge into the Borrower; provided, however, that, in each case, immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default or an Event of Default and, in the case of any merger to which the Borrower is a party, the Borrower is the surviving corporation.
MERGERS, STOCK ISSUANCES, SALE OF ASSETS, ETC. The Company shall not (i) merge with any Person, (ii) consolidate with any Person, (iii) acquire all or substantially all of the capital stock (iv) acquire all or substantially all of the assets of any Person or all or substantially all of the assets constituting the business of a division, branch or other unit operation of any Person, (v) enter into any joint venture or partnership with any Person other than in the ordinary course of business, (vi) sell, lease, transfer or otherwise dispose of, whether in one transaction or in a series of transactions any substantial part of its assets, including, without limitation, substantially all assets constitution the business of a division, branch or other unit operation, or (vii) effect or cause to be effected a change of control of the Company (other than in the IPO). The Company shall not issue or transfer any capital stock, other than pursuant to the IPO and upon the exercise of the options and warrants listed on Schedule 3.03 hereto. The Company shall not sell, convey, transfer, lease or otherwise dispose of any of its assets 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 Company except the sale or disposition of assets in the ordinary course of business or assets which have become obsolete or are replaced in the ordinary course of business.
