Common use of Prohibition against Fundamental Changes Clause in Contracts

Prohibition against Fundamental Changes. Without the prior written consent of Lender, Borrower shall not enter into any transaction which either shall cause the Class C Member to own less than 45% of the outstanding sharing ratios of the Borrower (as defined in Borrower’s Third Amended and Restated Operating Agreement), or cause the ownership of the Class C Member to be beneficially held by any person other than The Summit Group, Inc., Kxxxx X. Xxxxxxxxxxx, or any of their affiliates, immediate family members, or heirs. Furthermore, the Borrower shall not liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); or convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of its business, or assets..