Prohibition of Fundamental Changes Sample Clauses
Prohibition of Fundamental Changes. Seller shall not enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution) or sell all or substantially all of its assets; provided, that Seller may merge or consolidate with (a) any wholly owned subsidiary of Seller, or (b) any other Person if Seller is the surviving corporation; and provided further, that if after giving effect thereto, no Default would exist hereunder.
Prohibition of Fundamental Changes. The Borrower will not, nor will it permit any of its Material Subsidiaries to, enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution). The Borrower will not amend its articles of incorporation, including, without limitation, by way of reincorporation in another jurisdiction, or its by-laws, in either case in any manner which could have a material adverse effect on the rights of, or remedies or benefits available to, the Administrative Agent and the Lenders under this Agreement. The Borrower will not, nor will it permit any of its Material Subsidiaries to, without the consent of the Required Lenders (such consent not to be unreasonably withheld), convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any material part of its business or property, whether now owned or hereafter acquired. Notwithstanding the foregoing provisions of this Section 5.04:
(a) any Material Subsidiary of the Borrower may be merged or consolidated with or into: (i) the Borrower, if the Borrower shall be the continuing or surviving corporation or (ii) any other Wholly-Owned Subsidiary of the Borrower, provided that the Wholly-Owned Subsidiary shall be the continuing or surviving corporation; and, provided, further, that, in each case, after giving effect thereto, no Default would exist hereunder;
(b) any Material Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its property (upon voluntary liquidation or otherwise) to the Borrower or a Wholly-Owned Subsidiary of the Borrower;
(c) the Borrower may merge or consolidate with or into any other Person if the Borrower is the continuing or surviving corporation and after giving effect thereto no Default would exist hereunder; and
(d) the Borrower or any Material Subsidiary may implement a Permitted Receivables Financing and, solely as part of such program, may sell or subject to lien not more than $100,000,000 of its assets in the aggregate.
Prohibition of Fundamental Changes. The Borrower shall not enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution) or sell all or substantially all of its assets; provided, that the Borrower may merge or consolidate with (a) any wholly owned subsidiary of the Borrower, or (b) any other Person if the Borrower is the surviving corporation; and provided further, that if after giving effect thereto, no Default would exist hereunder.
Prohibition of Fundamental Changes. Each Fund will not and will not permit any Borrower to:
(a) enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution) (a "Merger");
(b) acquire any business or Property from, or capital stock of, or be a party to any acquisition of, any Person (an "Acquisition") except for purchases of Property in the ordinary course of business and securities purchased for account of the Borrowers and not in violation of the terms and conditions of this Agreement (including, without limitation, Section 8.4(f) hereof);
(c) convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions (a "Transfer"), all or a substantial part of its business or Property, whether now owned or hereafter acquired except for assets and securities sold or disposed of in the ordinary course of business, including purchase and sale transactions performed under rule 17a-7 of the Investment Company Act;
(d) have any Subsidiaries;
(e) maintain, contribute to or participate in any Plan or Multiemployer Plan; or
(f) change or modify in any material respect any fundamental investment objective, policy or investment restriction or limitation of such Borrower described in its Prospectus. Notwithstanding the foregoing clauses (a), (b) and (c) of this Section 8.7, a Fund may consummate a Merger, an Acquisition or a Transfer with a Specified Existing Fund Affiliate provided that:
(i) no Default shall have occurred and be continuing at the time of such Merger, Acquisition or Transfer or would result therefrom,
(ii) in connection with such Merger, Acquisition or Transfer, such Fund shall deliver to the Administrative Agent a certificate of a senior officer of such Fund stating that the Asset Coverage of each Borrower shall not be reduced as a result thereof,
(iii) the Merger, Acquisition or Transfer is with another Borrower and the Investment Adviser is the investment manager to the entity surviving such Merger, Acquisition or Transfer, and
(iv) the Administrative Agent shall have received an opinion of counsel for such Fund, satisfactory to the Administrative Agent in form and substance, as to such Merger, Acquisition or Transfer being in compliance with the terms of this Agreement.
Prohibition of Fundamental Changes. 87 8.06 Limitation on Liens.................................... 93 8.07 Indebtedness........................................... 95 8.08 Investments............................................ 95 8.09
Prohibition of Fundamental Changes. The Borrower ---------------------------------- shall not, nor shall it permit any Restricted Subsidiary to, enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or a substantial part of its business or assets, whether now owned or hereafter acquired (including, without limitation, receivables and leasehold interests, but excluding (i) any inventory or other assets sold or disposed of in the ordinary course of business according to ordinary business terms and (ii) obsolete or worn-out property) or make any material change in its present method of conducting business except that:
(a) any Restricted Subsidiary may merge with or consolidate into (i) the Borrower if the Borrower shall be the surviving corporation or (ii) any other Restricted Subsidiary;
(b) any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or another Restricted Subsidiary;
(I) the Borrower may merge with or consolidate into any other Person if the Borrower is the surviving corporation; (II) the Borrower may merge with or consolidate into any other Person where the Borrower is not the surviving corporation and may transfer substantially all its assets as an entirety to any other Person, if, but only if (i) the corporation into which the Borrower is merged or formed by such consolidation or the Person which acquires substantially all the Borrower's assets as an entirety is a corporation organized and existing under the laws of the United States or any State thereof, and shall expressly assume, by an agreement executed and delivered to the Agent and the Banks and in form and substance satisfactory to the Agent and the Banks, the due and punctual payment of the principal of, and interest on, all Loans then outstanding or thereafter made hereunder and the due and punctual payment of all other amounts then outstanding or thereafter required to be paid hereunder and the performance of every covenant and agreement contained herein, (ii) after giving effect to such merger, consolidation or transfer, no Default shall exist hereunder, (iii) the corporation referred to in clause (i) above shall have outstanding senior unsecured long-term Indebtedness rated at least A- by S&P and at least A3 b...
Prohibition of Fundamental Changes. Guarantor shall not enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution) or sell all or substantially all of its assets;
Prohibition of Fundamental Changes. No Seller Party, without the prior written consent of Buyer, shall enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution) or sell all or substantially all of its assets; provided, that a Seller Party may merge or consolidate with any other Person if the Seller Party is the surviving corporation; and provided further, that if after giving effect thereto, no Event of Default would exist hereunder.
Prohibition of Fundamental Changes. The Borrower shall not enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution) or sell all or substantially all of its assets.
Prohibition of Fundamental Changes. (a) The Borrower shall not change its legal form, amend its Amended and Restated Limited Liability Company Agreement (except any amendments in connection with permitted sales or transfers of ownership interests in the Borrower or other immaterial amendments, provided, that the Borrower shall have delivered to the Common Security Trustee a copy of such amendment together with a certificate of an Authorized Officer of the Borrower certifying that no changes have been made to the Amended and Restated Limited Liability Company Agreement other than such changes as are necessary solely to reflect the change in ownership or that any other change is immaterial) or any other Organic Document, merge into or consolidate with, or acquire (in one transaction or series of related transactions) all or any business, any class of stock of (or other equity interest in) or any material part of the assets or property of any other Person and shall not liquidate, wind up, reorganize, terminate or dissolve.
(b) The Borrower will not consummate an Asset Sale unless:
(i) the Borrower receives consideration at the time of the Asset Sale equal to the greater of (A) the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of and (B) an amount equal to the invested cost of the assets sold or otherwise disposed of, less depreciation; and
(ii) at least 90% of the consideration therefor received by the Borrower is in the form of cash, Cash Equivalents or Replacement Assets or a combination thereof. For purposes of this provision, each of the following will be deemed to be cash:
(A) any liabilities, as shown on the Borrower’s most recent consolidated balance sheet (or as would be shown on the Borrower’s consolidated balance sheet as of the date of such Asset Sale) of the Borrower (other than contingent liabilities and liabilities that are by their terms subordinated to the Obligations) that are assumed by the transferee of any such assets pursuant to a written novation agreement that releases the Borrower from further liability therefor; and
(B) any securities, notes or other obligations received by the Borrower from such transferee that are converted by the Borrower into cash or Cash Equivalents within 90 days after such Asset Sale, to the extent of the cash or Cash Equivalents received in that conversion.
(c) Within 360 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Borrower may apply an amount equal to such Net Cash Proceeds:...