Common use of Prohibition of Fundamental Changes Clause in Contracts

Prohibition of Fundamental Changes. The Company 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 Company will not, and will not permit any of its Material Subsidiaries to, convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of the business or assets of the Company and its Material Subsidiaries (taken as a whole), whether now owned or hereafter acquired (excluding any inventory or other assets sold or disposed of in the ordinary course of business). Notwithstanding the foregoing provisions of this Section 6.06: (a) any Subsidiary of the Company may be merged or consolidated with or into: (i) the Company if the Company shall be the continuing or surviving corporation or (ii) any other Subsidiary; (b) any Subsidiary of the Company may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company or any other Subsidiary of the Company; (c) any Subsidiary of the Company may merge or consolidate with any other Person if the surviving Person is a Subsidiary of the Company; and (d) any Subsidiary may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders.

Prohibition of Fundamental Changes. The Company will not, nor will it permit any of its Material Subsidiaries to, enter Enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up liquidate or dissolve itself (or suffer any liquidation or dissolution). The Company will not, and will not permit any of its Material Subsidiaries to, ) or convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of related transactions, all or substantially all a material part of its business, or any of its property or assets (including, without limitation, accounts receivable, capital stock and securities convertible into capital stock) which have a fair market value which is in excess of 5% of the business or fair market value of the consolidated assets of the Company and its Material Subsidiaries (taken as a whole), whether now owned or hereafter acquired (excluding make any inventory or other assets sold or disposed of material change in the ordinary course present method of conducting business). Notwithstanding the foregoing provisions of this Section 6.06: , except that: (a) any Subsidiary of the Company may be voluntarily liquidated or dissolved, or may be merged into, or consolidated with or into: (i) with, the Company if (PROVIDED that the Company shall be the continuing or surviving corporation corporation) or (ii) with any other Subsidiary; one or more Subsidiaries; (b) any Subsidiary of the Company may sell, lease, transfer or otherwise dispose of any of its assets to the Company or another Subsidiary; (c) the Company or any Subsidiary may sell their respective Customer Lists subject to the provisions of subsection 6.4(c); and (d) any Subsidiary may sell any or all of its assets (upon voluntary liquidation other than its Inventory and Accounts, as each such term is defined in the relevant Security Agreement), or otherwise) discontinue to do business, if such sale or discontinuance is in the Company or any other Subsidiary opinion of the Company; (c) any Subsidiary Board of Directors of the Company may merge or consolidate with any other Person if the surviving Person is a Subsidiary of the Company; and (d) any Subsidiary may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests interest of the Company and is not materially disadvantageous to the LendersBanks and such sale does not violate the provisions of subsection 9.9.

Prohibition of Fundamental Changes. The Company 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)) or Dispose of all or substantially all of its Property. The Company will not, and nor will not it permit any of its Material Subsidiaries to, convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of the business or assets of the Company and its Material Subsidiaries (taken as a whole), whether now owned or hereafter acquired (excluding to make any inventory or other assets sold or disposed of in the ordinary course of business)Acquisition except for Investments permitted under Section 8.08 hereof. Notwithstanding the foregoing provisions of this Section 6.068.05: (a) any Subsidiary of the Company may be merged or consolidated with or into: (i) the Company if the Company shall be the continuing or surviving corporation or (ii) any other such Subsidiary; provided that (x) if any such transaction shall be between a Subsidiary and a Wholly Owned Subsidiary, the Wholly Owned Subsidiary shall be the continuing or surviving corporation; (b) subject to Section 8.14 hereof, the Company or any Subsidiary of the Company may sellmake any Acquisition; provided that immediately prior to and after giving effect to any such Acquisition, lease(i) no Default shall have occurred and be continuing and (ii) not more than $50,000,000 of the proceeds of the Series A Loans then outstanding shall have been applied, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to directly by the Company or any other Subsidiary indirectly through a Subsidiary, for the purposes specified in clause (1)(ii) of the Company;Section 8.16 hereof; and (c) the Company or any Subsidiary of the Company may merge or consolidate with make any other Person if the surviving Person is a Acquisition from any Subsidiary of the Company; and (d) any Subsidiary may liquidate or dissolve if Company in each case for consideration that is not in excess of the Company determines fair market value of the Property acquired in such Acquisition as determined in good faith that such liquidation or dissolution is in by the best interests chief financial officer of the Company and is not materially disadvantageous to the LendersCompany.

Prohibition of Fundamental Changes. The Company 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 Company will not, and nor will not it permit any of its Material Subsidiaries to, convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all any capital stock of the business or assets any of the Company and its Material Subsidiaries (taken as a whole)Insurance Subsidiaries, whether now owned or hereafter acquired (excluding any inventory acquired, unless, after giving effect to such Disposition, at least 95% of the capital stock of such Material Insurance Subsidiary is directly or other assets sold or disposed of in indirectly owned and controlled by the ordinary course of business)Company. Notwithstanding the foregoing provisions of this Section 6.068.04: (a) any Material Subsidiary of the Company may be merged or consolidated with or into: (i) the Company if the Company shall be the continuing or surviving corporation or (ii) any other Subsidiary of the Company; provided that (x) -------- if any such transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary;, the Wholly-Owned Subsidiary shall be the continuing or surviving corporation, and (b) any Subsidiary of the Company may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company or any other Material Subsidiary of the Company; (c) any Subsidiary of the Company may merge or consolidate with any other Person if (i) in the surviving Person is case of a Subsidiary merger or consolidation of the Company; and (d) any Subsidiary may liquidate or dissolve if , the Company determines is the surviving corporation and, in good faith that any other case, the surviving corporation is, after giving effect to such liquidation merger or dissolution is in the best interests consolidation, a Wholly-Owned Subsidiary of the Company and is not materially disadvantageous to the Lenders(ii) after giving effect thereto no Default would exist hereunder.

Prohibition of Fundamental Changes. The Company will not, nor will it permit any of its Material Subsidiaries to, enter Enter directly or indirectly into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution). The Company will not, and will not permit any of its Material Subsidiaries to, or directly or indirectly convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all a substantial part of the its business or assets or any stock of the Company and its Material Subsidiaries (taken as a whole)any Subsidiary, whether now owned or hereafter acquired (excluding any inventory or other assets sold or disposed of in the ordinary course of business). Notwithstanding the foregoing provisions of this Section 6.06except that: (a) any Subsidiary of the Company may be merged dispose of any Subsidiary or consolidated with its assets, other than a Significant Insurance Subsidiary or into: its assets, either through (i) the Company if merger of such Subsidiary (provided that the Company shall be the continuing or surviving corporation or person resulting from such merger is not a Subsidiary), (ii) the sale of all or substantially all of the assets of such Subsidiary or (iii) the sale of the capital stock of such Subsidiary; provided that no Default or Event of Default has occurred and is continuing or would occur as a result of any other Subsidiarydisposition pursuant to the foregoing clauses (i), (ii) or (iii); (b) any Subsidiary of the Company may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company or any another wholly-owned Subsidiary; provided that a Significant Insurance Subsidiary may only sell, lease, transfer or otherwise dispose of a substantial part of its assets (upon voluntary liquidation or otherwise), other Subsidiary than in the ordinary course of the Company;business consistent with past practice, to another Significant Insurance Subsidiary; and (c) subject to Section 5.17, provided that no Default or Event of Default has occurred and is continuing or would occur as a result thereof, any Subsidiary of person may be merged or consolidated with or into the Company may merge (provided that the Company shall be the continuing or consolidate surviving corporation) or with any other Person if one or more Subsidiaries (provided that the Subsidiary shall be the continuing or surviving Person is a Subsidiary of the Company; and (d) any Subsidiary may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenderscorporation).

Prohibition of Fundamental Changes. The No Company will notshall, nor will it permit any of its Material Subsidiaries todirectly or indirectly, enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up up, or dissolve itself (or suffer any liquidation or dissolution). The Company will not, and will not permit any of its Material Subsidiaries to, convey, sell, lease, transfer or acquire by purchase or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of the business or assets of the Company and its Material Subsidiaries (taken as a whole)of, whether now owned or hereafter acquired (excluding any inventory going concern business unit of, or stock or other assets sold or disposed evidences of in the ordinary course of business). Notwithstanding the foregoing provisions of this Section 6.06beneficial ownership of, any Person, except that: (a) Any corporation (including any Subsidiary of the Company Borrower) may be merged or consolidated with or into: into the Borrower (i) provided that the Company if the Company Borrower shall be the continuing or surviving corporation) or with any one or more Subsidiaries of the Borrower (provided that (i) if any such transaction shall be between a corporation (including any Subsidiary of the Borrower) and a Wholly-owned Subsidiary of the Borrower, the continuing or surviving corporation shall be a Wholly-owned Subsidiary of the Borrower and (ii) any other Subsidiaryimmediately after each such transaction and after giving effect thereto, the Borrower is in compliance with this Agreement); (b) Any Company may acquire all or substantially all of the assets or business of, or any going concern business unit of, or stock or other evidence of beneficial ownership, of any Person which immediately upon the acquisition thereof becomes a Subsidiary of the Company may sellBorrower; provided that immediately after each such transaction and after giving effect thereto, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company or any other Subsidiary of the CompanyBorrower is in compliance with this Agreement; (c) The Borrower may liquidate, dissolve, or wind up any Subsidiary of Subsidiary, so long as the assets, if any, are transferred to another Company may merge and so long as no Default would exist or consolidate with any other Person if the surviving Person is a Subsidiary of the Companyresult from such liquidation, dissolution, wind up, or asset transfer; and (d) The Borrower may reincorporate in any Subsidiary may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is other jurisdiction in the best interests United States, but must promptly notify the Administrative Agent of the Company and is not materially disadvantageous to the Lenderssuch reincorporation.

Prohibition of Fundamental Changes. The Company will not, nor will it permit any of its Material Subsidiaries Subsidiary to, at any time enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution). The Company will not, and will not permit any of its Material Subsidiaries to, or convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of the its business or assets of the Company and its Material Subsidiaries (taken as a whole)assets, whether now owned or hereafter acquired (excluding any inventory or other assets sold or disposed of in the ordinary course of business). Notwithstanding the foregoing provisions of this Section 6.06except that: (a) any Subsidiary of the Company may be merged or consolidated with or into: (i) into the Company if (provided, that, the Company shall be the continuing or surviving corporation corporation) or (ii) with any other Subsidiaryone or more Subsidiaries of the Company; (b) the Company or any Subsidiary of the Company may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company or any other Subsidiary of the CompanySubsidiary; (c) the Company may, or may permit a Subsidiary to, liquidate, sell or dispose of all or substantially all of a Subsidiary's business or assets at any Subsidiary time, provided that (i) the book value of the Company may merge Subsidiary business or consolidate with any other Person if assets being liquidated, sold or disposed of shall not exceed 10% of the surviving Person is a Subsidiary then Consolidated Tangible Net Worth of the Company, and (ii) no Default or Event of Default then exists or shall exist after giving effect to such liquidation, sale or disposition; (d) for purposes of this Section, a Permitted Distribution shall not constitute a transfer or disposition of all or substantially all of the Company's business or assets; and (de) any Subsidiary may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is a Permitted Voluntary Proceeding shall not materially disadvantageous to the Lendersbe prohibited by this Section 8.5.

Prohibition of Fundamental Changes. (a) The Company will not, nor and will it not 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). . (b) The Company will not, and will not permit any of its Subsidiaries to, acquire any business or Property from, or capital stock of, or be a party to any acquisition of, any Person (c) The Company will not, and will not permit any of its Material Subsidiaries to, convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all any part of the its business or assets of the Company and its Material Subsidiaries (taken as a whole)Property, whether now owned or hereafter acquired (excluding any inventory or other assets sold or disposed of in the ordinary course of businessincluding, without limitation, receivables and leasehold interests). . (d) Notwithstanding the foregoing provisions paragraphs of this Section 6.068.05: (ai) any Subsidiary of the Company may be merged or consolidated with or into: into (ix) the Company if the Company shall be the continuing or surviving corporation or (iiy) any other SubsidiarySubsidiary of the Company; provided that if any such transaction shall be between a Subsidiary of the Company and a Wholly Owned Subsidiary of the Company, such Wholly Owned Subsidiary shall be the continuing or surviving corporation; (bii) the Company or any of its Subsidiaries may purchase equipment, furniture and supplies to be used in the ordinary course of business; (iii) the Company or any of its Subsidiaries may make Investments permitted by Section 8.08 hereof; (iv) any Subsidiary of the Company may convey, sell, lease, transfer or otherwise dispose of any or all of its assets Property (upon voluntary liquidation or otherwise) to the Company or any other Subsidiary of the Company; (c) any Subsidiary of the Company may merge or consolidate with any other Person if the surviving Person is a Wholly Owned Subsidiary of the Company; and (dv) the Company or any of its Subsidiaries may convey, sell, lease, transfer or otherwise dispose of (x) equipment no longer used or useful in its business, (y) any Subsidiary may liquidate portfolio Investment sold or dissolve if the Company determines in good faith that such liquidation or dissolution is disposed of in the best interests ordinary course of business and (z) any other Investment (including any Investment in the capital stock of Subsidiaries of the Company and is not materially disadvantageous to other than ERC or Asset Guaranty) having a value, together with the Lendersvalue (when sold, leased transferred or otherwise disposed of), of all Investments sold, leased, transferred or otherwise disposed of in reliance on this sub-clause (z), nor in excess of $3,000,000. (e) Except as expressly permitted by this Section 8.05, the Company shall not, nor shall it permit any of its Material Subsidiaries to, sell, transfer, convey or otherwise dispose of either directly or indirectly (x) all or any portion of the capital stock of any of its Material Subsidiaries or (y) all or substantially all of the Properties of any of its Material Subsidiaries in one transaction or a series of related transactions.

Prohibition of Fundamental Changes. The Company 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 Company will not, and will not permit any of its Material Subsidiaries to, make any Acquisition (in one transaction or a series of related transactions) in excess of $50,000,000. The Company will not, and will not permit any of its Subsidiaries to, convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all a substantial part of the its business or assets of the Company and its Material Subsidiaries (taken as a whole)assets, whether now owned or hereafter acquired (including, without limitation, receivables and leasehold interests, but excluding (i) any inventory or other assets (including real property) sold or disposed of in the ordinary course of business and (ii) obsolete or worn-out property, tools or equipment no longer used or useful in its business). Notwithstanding the foregoing provisions of this Section 6.069.05: (a) any Subsidiary of the Company may be merged or consolidated with or into: (i) the Company if the Company shall be the continuing or surviving corporation or (ii) any other such Subsidiary;; provided that if any such transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, the Wholly-Owned Subsidiary shall be the continuing or surviving corporation; and (b) any such Subsidiary of the Company may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company or any other a Wholly-Owned Subsidiary of the Company; (c) any Subsidiary of the Company may merge or consolidate with any other Person if the surviving Person is a Subsidiary of the Company; and (d) any Subsidiary may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders.

Prohibition of Fundamental Changes. The Company will not, nor will ---------------------------------- it permit any of its Material Subsidiaries Subsidiary to, at any time enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution). The Company will not, and will not permit any of its Material Subsidiaries to, or convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of the its business or assets of the Company and its Material Subsidiaries (taken as a whole)assets, whether now owned or hereafter acquired (excluding any inventory or other assets sold or disposed of in the ordinary course of business). Notwithstanding the foregoing provisions of this Section 6.06except that: (a) any Subsidiary of the Company may be merged or consolidated with or into: (i) into the Company if (provided, that, the Company shall be the continuing or surviving corporation corporation) or (ii) with any other Subsidiaryone or more Subsidiaries of the Company; (b) the Company or any Subsidiary of the Company may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company or any other Subsidiary of the CompanySubsidiary; (c) the Company may, or may permit a Subsidiary to, liquidate, sell or dispose of all or substantially all of a Subsidiary's business or assets at any Subsidiary time, provided that (i) the book value of the Company may merge Subsidiary business or consolidate with any other Person if assets being liquidated, sold or disposed of shall not exceed 10% of the surviving Person is a Subsidiary then Consolidated Tangible Net Worth of the Company, and (ii) no Default or Event of Default then exists or shall exist after giving effect to such liquidation, sale or disposition; (d) for purposes of this Subsection, a Permitted Distribution shall not constitute a transfer or disposition of all or substantially all of the Company's business or assets; and (de) any Subsidiary may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is a Permitted Voluntary Proceeding shall not materially disadvantageous to the Lendersbe prohibited by this Subsection.

Prohibition of Fundamental Changes. The Company 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 Company will not, and nor will not it permit any of its Material Subsidiaries to, to convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all any capital stock of the business or assets any of the Company and its Material Subsidiaries (taken as a whole)Insurance Subsidiaries, whether now owned or hereafter acquired (excluding any inventory acquired, unless, after giving effect to such Disposition at least 95% of the capital stock of such Material Insurance Subsidiary is directly or other assets sold or disposed of in indirectly owned and controlled by the ordinary course of business)Company. Notwithstanding the foregoing provisions of this Section 6.068.04: (a) any Material Subsidiary of the Company may be merged or consolidated with or into: (i) the Company if the Company shall be the continuing or surviving corporation or (ii) any other Subsidiary of the Company; provided that (x) if any such transaction shall be between a Subsidiary -------- and a Wholly-Owned Subsidiary;, the Wholly-Owned Subsidiary shall be the continuing or surviving corporation; and (b) any Subsidiary of the Company may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company or any other Material Subsidiary of the Company; (c) any Subsidiary of the Company may merge or consolidate with any other Person if (i) in the surviving Person is case of a Subsidiary merger or consolidation of the Company; and (d) any Subsidiary may liquidate or dissolve if , the Company determines is the surviving corporation and, in good faith that any other case, the surviving corporation is after giving effect to such liquidation merger or dissolution is in the best interests consolidation, a Wholly-Owned Subsidiary of the Company and is not materially disadvantageous to the Lenders(ii) after giving effect thereto no Default would exist hereunder.

Prohibition of Fundamental Changes. The Company will not, nor will it permit any of its Material Subsidiaries to, enter Enter into any transaction of merger or merger, consolidation or amalgamation, or ; liquidate, wind wind-up or dissolve itself (or suffer any liquidation or dissolution). The Company will not, and will not permit any of its Material Subsidiaries to, ; convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all a substantial part of its business or assets; or make any material change in the nature of its present business or its method of conducting its present business, except that, if no Default or Event of Default exists or would exist following consummation of the business or assets of the Company and its Material Subsidiaries (taken as a whole), whether now owned or hereafter acquired (excluding any inventory or other assets sold or disposed of in the ordinary course of business). Notwithstanding the foregoing provisions of this Section 6.06transaction: (a) any Subsidiary of the Company may be merged or consolidated with or into: (i) into the Company if or a Restricted Subsidiary (provided, that the Company or such Restricted Subsidiary shall be the continuing or surviving corporation or (ii) any other Subsidiarycorporation); (b) any Subsidiary of the Company may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Company or any other Subsidiary of the Companyanother Restricted Subsidiary; (c) the Company or any Restricted Subsidiary may sell, lease, transfer or otherwise dispose of all of the business, assets, stock, partnership interests or other evidence of beneficial ownership of any Unrestricted Subsidiary; (d) the Company or any Restricted Subsidiary may sell assets (other than Restricted Property) to the issuer of Phantom Bonds contemporaneously with such issuance, if and only if the Company or the Restricted Subsidiary simultaneously purchases all of such issue of Phantom bonds and leases such assets; (e) the Company may merge or consolidate with any other Person if so long as the Company shall be the continuing or surviving Person is a Subsidiary of the Companycorporation; and (df) any a Restricted Subsidiary may liquidate merge or dissolve if consolidate with any other Person (other than as provided above in this Section 6.2) so long as such Restricted Subsidiary shall be the Company determines in good faith that such liquidation continuing or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenderssurviving corporation or entity.