No Corporate Changes. (a) Merge or consolidate with any Person, provided, however, that subject to Section 7.15 and Section 9.11, Partners and its Subsidiaries may merge or consolidate with and into each other (so long as, if such merger or consolidation involves the Borrower, the Borrower is the surviving entity, if such merger or consolidation involves a Domestic Subsidiary and a Foreign Subsidiary, the Domestic Subsidiary is the surviving entity, if such merger or consolidation involves a Credit Party and a Subsidiary that is not a Credit Party, the Credit Party is the surviving entity, and if such merger or consolidation involves a Full Recourse Credit Party, a Full Recourse Credit Party is the surviving entity) and the Credit Parties may engage in Permitted Acquisitions, (b) alter or modify any Credit Party’s or any of its Subsidiary’s Articles or Certificate of Incorporation or other equivalent organizational document or form of organization in any manner adverse to the interests of the Agent or the Lenders or in any way which could reasonably be expected to have a Material Adverse Effect, (c) without providing thirty (30) days prior written notice to the Agent (or such shorter period as determined by the Agent) and without filing (or confirming that the Agent has filed) such amendments to any previously filed financing statements as may be necessary to maintain perfection of the security interest created under the Credit Documents as the Agent may require, (i) change its state of incorporation or formation, (ii) change its registered corporate, limited liability company, or partnership name, (iii) change the location of its books and records from the locations set forth on Schedule 6.7, or (iv) change the location of its Collateral from the locations set forth for such Person on Schedule 6.7, or (d) enter into or engage in any business, operation or activity other than a Permitted Line of Business; provided, however, that notwithstanding the foregoing, any Credit Party may dissolve or liquidate any Subsidiary that is not a Credit Party and is not required to be one pursuant hereto.
Appears in 1 contract
Samples: Senior Secured Credit Facility (TransMontaigne Partners L.P.)
No Corporate Changes. (a) Merge or consolidate with any Person, provided, however, that subject to Section 7.15 and Section 9.117.16, Partners the Borrower and its Subsidiaries may merge or consolidate with and into each other (so long as, if such merger or consolidation involves the Borrower, the Borrower is the surviving entity, if such merger or consolidation involves a Domestic Subsidiary and a Foreign Subsidiary, the Domestic Subsidiary is the surviving entity, entity and if such merger or consolidation involves a Credit Party and a Subsidiary that is not a Credit Party, the Credit Party is the surviving entity, and if such merger or consolidation involves a Full Recourse Credit Party, a Full Recourse Credit Party is the surviving entity) and the Credit Parties may engage in Permitted Acquisitions, (b) alter or modify any Credit Party’s 's or any of its Subsidiary’s 's Articles or Certificate of Incorporation or other equivalent organizational document or form of organization in any manner adverse to the interests of the Agent or the Lenders or in any way which could reasonably be expected to have a Material Adverse Effect, (c) without providing thirty (30) days prior written notice to the Agent (or such shorter period as determined by the Agent) and without filing (or confirming that the Agent has filed) such amendments to any previously filed financing statements as may be necessary to maintain perfection of the security interest created under the Credit Documents as the Agent may require, (i) change its state of incorporation or formation, (ii) change its registered corporate, limited liability company, or partnership corporate name, (iii) change the location of its books and records from the locations set forth on Schedule 6.7, or (iv) change the location of its Collateral from the locations set forth for such Person on Schedule 6.7, or (d) enter into or engage in any business, operation or activity other than a Permitted Line of Businessmaterially different from that presently being conducted by the Credit Parties; provided, however, that notwithstanding the foregoing, any Credit Party the Borrower may dissolve or liquidate any Subsidiary that is not a Credit Party and is not required to be one pursuant hereto.
Appears in 1 contract
Samples: Senior Secured Working Capital Credit Facility (Transmontaigne Inc)
No Corporate Changes. (a) Merge or consolidate with any Person, provided, however, that subject to Section 7.15 and Section 9.117.16, Partners the Borrower and its Restricted Subsidiaries may merge or consolidate with and into each other (so long as, if such merger or consolidation involves the Borrower, the Borrower is the surviving entity, if such merger or consolidation involves a Domestic Restricted Subsidiary and a Foreign Restricted Subsidiary, the Domestic Restricted Subsidiary is the surviving entity, entity and if such merger or consolidation involves a Credit Party and a Restricted Subsidiary that is not a Credit Party, the Credit Party is the surviving entity, and if such merger or consolidation involves a Full Recourse Credit Party, a Full Recourse Credit Party is the surviving entity) and the Credit Parties may engage in Permitted Acquisitions, (b) alter or modify any Credit Party’s or any of its Restricted Subsidiary’s Articles or Certificate of Incorporation or other equivalent organizational document or form of organization in any manner adverse to the interests of the Agent or the Lenders or in any way which could reasonably be expected to have a Material Adverse Effect, (c) without providing thirty (30) days prior written notice to the Agent (or such shorter period as determined by the Agent) and without filing (or confirming that the Agent has filed) such amendments to any previously filed financing statements as may be necessary to maintain perfection of the security interest created under the Credit Documents as the Agent may require, (i) change its state of incorporation or formation, (ii) change its registered corporate, limited liability company, or partnership corporate name, (iii) change the location of its books and records from the locations set forth on Schedule 6.7, or (iv) change the location of its Collateral from the locations set forth for such Person on Schedule 6.7, or (d) enter into or engage in any business, operation or activity other than a Permitted Line of Businessmaterially different from that presently being conducted by the Credit Parties; provided, however, that notwithstanding the foregoing, any Credit Party the Borrower may dissolve or liquidate any Restricted Subsidiary that is not a Credit Party and is not required to be one pursuant hereto.
Appears in 1 contract
Samples: Senior Secured Working Capital Credit Facility (Transmontaigne Inc)
No Corporate Changes. (a) Merge or consolidate with any Person, providedPROVIDED, howeverHOWEVER, that subject to Section 7.15 and Section 9.11, Partners the Parent and its Subsidiaries may merge or consolidate with and into each other (so long as, if such merger or consolidation involves the BorrowerParent, the Borrower is the surviving entity, if such merger or consolidation involves a Domestic Subsidiary and a Foreign Subsidiary, the Domestic Subsidiary is the surviving entity, if such merger or consolidation involves a Credit Party and a Subsidiary that is not a Credit Party, the Credit Party Parent is the surviving entity, and if such merger or consolidation involves a Full Recourse Credit Party and a Subsidiary which is not a Credit Party, a Full Recourse such Credit Party is the surviving entity) and the Credit Parties may engage in Permitted Acquisitions), (b) alter or modify the Borrower's, any other Credit Party’s Parties', or any of its Subsidiary’s their respective Subsidiaries' Articles or Certificate of Incorporation or other equivalent organizational document or form of organization in any manner adverse to the interests of the Agent or the Lenders or in any way which could reasonably be expected to have a Material Adverse Effect; PROVIDED that a Credit Party (other than the Borrower and the Parent) may dissolve its organization, formation, or incorporation, so long as any related disposition of such Credit Party's assets (whether through sale, transfer, dividend, or otherwise) is undertaken in accordance with the terms of this Agreement and the Borrower gives, or causes to be given, prior written notice to the Agent of such dissolution, (c) without providing thirty (30) days prior written notice to the Agent (or such shorter period as determined by the Agent) and without filing (or confirming that the Agent has filed) such amendments to any previously filed financing statements as may be necessary to maintain perfection of the security interest created under the Credit Documents as the Agent may require, (i) change its state of incorporation or formation, (ii) change its registered corporate, limited liability company, or partnership corporate name, (iii) change the location of its chief executive office and principal place of business (as well as its books and records records) from the locations set forth on Schedule 6.76.7 hereto, or (iv) change the location of its Collateral from the locations set forth for such Person on Schedule 6.7SCHEDULE 6.7 hereto, or (d) enter into or engage in any business, operation or activity other than a Permitted Line materially different from that presently being conducted by such Person as of Business; provided, however, that notwithstanding the foregoing, any Credit Party may dissolve or liquidate any Subsidiary that is not a Credit Party and is not required to be one pursuant heretoClosing Date.
Appears in 1 contract
No Corporate Changes. (a) Merge or consolidate with any Person, provided, however, that subject to Section 7.15 and Section 9.117.15, Partners and its Subsidiaries may merge or consolidate with and into each other (so long as, if such merger or consolidation involves the Borrower, the Borrower is the surviving entity, if such merger or consolidation involves a Domestic Subsidiary and a Foreign Subsidiary, the Domestic Subsidiary is the surviving entity, if such merger or consolidation involves a Credit Party and a Subsidiary that is not a Credit Party, the Credit Party is the surviving entity, and if such merger or consolidation involves a Full Recourse Credit Party, a Full Recourse Credit Party is the surviving entity) and the Credit Parties may engage in Permitted Acquisitions, (b) alter or modify any Credit Party’s 's or any of its Subsidiary’s 's Articles or Certificate of Incorporation or other equivalent organizational document or form of organization in any manner adverse to the interests of the Agent or the Lenders or in any way which could reasonably be expected to have a Material Adverse Effect, (c) without providing thirty (30) days prior written notice to the Agent (or such shorter period as determined by the Agent) and without filing (or confirming that the Agent has filed) such amendments to any previously filed financing statements as may be necessary to maintain perfection of the security interest created under the Credit Documents as the Agent may require, (i) change its state of incorporation or formation, (ii) change its registered corporate, limited liability company, or partnership name, (iii) change the location of its books and records from the locations set forth on Schedule 6.7, or (iv) change the location of its Collateral from the locations set forth for such Person on Schedule 6.7, or (d) enter into or engage in any business, operation or activity other than a Permitted Line of Business; provided, however, that notwithstanding the foregoing, any Credit Party may dissolve or liquidate any Subsidiary that is not a Credit Party and is not required to be one pursuant hereto.
Appears in 1 contract
Samples: Senior Secured Credit Facility (TransMontaigne Partners L.P.)