Prohibition on Fundamental Changes. If the Owner Participant is an entity which has as its sole (or substantially equivalent to sole) business activity, the participation in the transactions contemplated by the Operative Documents, the Owner Participant shall not change its form of organization and shall not enter into or engage in any business other than as contemplated by the Operative Documents and the activities related thereto.
Prohibition on Fundamental Changes. Enter into any merger or consolidation or amalgamation with, any other Person (including any Subsidiary or Affiliate of the Parent, the Company or any of its Subsidiaries), or transfer all or substantially all of its assets to any Subsidiary, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or engage in any type of business other than of the same general type now conducted by it (or business that is ancillary or related thereto), or with respect to the Parent and the Company, reorganize in any foreign jurisdiction, except for:
(a) any merger or amalgamation of any Subsidiary into or with (i) the Parent or the Company provided the Parent or the Company, as applicable, is the surviving entity or (ii)(A) any Domestic Subsidiary or (B) in the case of a Foreign Subsidiary, into or with any other Foreign Subsidiary; provided, in each case, that if one of the parties of such merger or amalgamation is a Guarantor then, the surviving entity shall be or become a Guarantor;
(b) any merger, amalgamation or consolidation or amalgamation permitted under Section 9.7 and any transfer or disposition permitted under Section 9.6; and
(c) liquidation, winding up or dissolution of any Subsidiary, provided that (i) all assets of any such Subsidiary are transferred to the Parent, the Company or to a Wholly-Owned Domestic Subsidiary (or in the case of the liquidation, winding up or dissolution of a non-Wholly Owned Subsidiary, to the equity holders of such Subsidiary on a ratable basis (or a more than ratable basis if transferred to the Parent or a Wholly-Owned Subsidiary)) and (ii) if such Subsidiary is a Guarantor, all assets of such Subsidiary are transferred to a Credit Party.
Prohibition on Fundamental Changes. No North American Group Member shall, at any time, directly or indirectly, enter into any transaction of merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution) or Dispose of all or substantially all of its Property without the Lender’s prior consent, provided that, (a) any North American Group Member may merge with, consolidate with, amalgamate with, or Dispose of all or substantially all of its Property (and thereafter wind up or dissolve itself) to, (i) another North American Group Member or (ii) any other Person pursuant to the Transaction Documents; provided that (A) such action does not result in the material diminishment of the Collateral, (B) (x) in the case of a merger, consolidation or amalgamation with or into the Borrower, the Borrower shall be the continuing or surviving entity or, in the event that the Borrower is not the continuing or surviving entity, (1) the surviving entity expressly assumes the obligations of the Borrower under the Loan Documents and the VEBA Note Facility and (2) the surviving entity is organized under the laws of a State in the United States, and (y) in the case of a merger, consolidation or amalgamation with or into any Guarantor, such Guarantor shall be the continuing or surviving entity or, in the event that such Guarantor is not the continuing or surviving entity, (1) the surviving entity expressly assumes the obligations of such Guarantor under the Loan Documents and the VEBA Note Facility or promptly after the consummation of such transaction, the continuing or surviving corporation shall become a Guarantor, and (2) the surviving entity is organized under the laws of a State in the United States, and (C) any Guarantor may otherwise merge, consolidate, amalgamate into or divest of all or substantially all of its Property only to another Loan Party.
Prohibition on Fundamental Changes. (a) Mergers, Consolidations, Disposal of Assets, Etc. Except as permitted by Section 6.12 (other than clause (vii) thereof) or Section 7.11 (other than clause (v) thereof), each Guarantor agrees that it will not merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with such Guarantor, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part of its assets (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that (i) each Guarantor may merge into a Subsidiary in a transaction in which such Guarantor is the surviving corporation, (ii) any Guarantor may merge into any other Guarantor in a transaction in which the surviving entity is a Guarantor, (iii) each Guarantor may sell, transfer, lease or otherwise dispose of such Guarantor's assets to the Issuer or to any other Guarantor and (iv) any Guarantor may liquidate or dissolve if the Issuer determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor and is not materially disadvantageous to the Holders, provided that no Default shall have occurred and be continuing as a result of any of the events described in clauses (i), (ii) or (iii) above.
Prohibition on Fundamental Changes. The Guarantor will not, and will not permit any of its Subsidiaries to, wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation, or convey, sell, lease or otherwise dispose of (or agree to do any of the foregoing at any future time) all or any substantial part of its property or assets, except that: (i) any Subsidiary of the Guarantor (other than the Borrowers) may do any of the foregoing in any fiscal year (the "Current Year") of the Guarantor so long as (x) the revenues of such Subsidiary for the then most recently ended fiscal year (the "Prior Year"), when added to the revenues for the Prior Year of all other Subsidiaries that have entered into transactions permitted by this clause (i) during the Current Year, do not exceed 15% of the revenues of the Guarantor and its Subsidiaries for the Prior Year and (y) the aggregate of (A) the revenues of such Subsidiary for the Prior Year, plus (B) with respect to each Subsidiary which consummated a transaction pursuant to clause (x) in the Current Year or the four immediately preceding fiscal years, the revenues of such Subsidiary for the year prior to the year in which the transaction was consummated, does not exceed 40% of the revenues of the Guarantor and its Subsidiaries for the Prior Year (for purposes hereof the year ending December 31, 2001 shall be the first such preceding fiscal year, and the actual number of such preceding fiscal years shall be used until such time as there are four preceding fiscal years), (ii) Subsidiaries of the Guarantor (other than the Borrowers) may convey, sell, lease or otherwise dispose of all or any part of its property or assets to the Guarantor or to other Subsidiaries (including, without limitation, by way of winding-up, liquidation or dissolution), (iii) any Wholly-Owned Subsidiary of the Guarantor (other than the Borrowers) may merge into the Guarantor or another Wholly-Owned Subsidiary, (iv) the Guarantor or any Wholly-Owned Subsidiary may enter into a merger transaction if (w) it is the surviving entity, (x) no Default or Event of Default would exist immediately after giving effect thereto, and (y) in the case of a Wholly-Owned Subsidiary, such Subsidiary remains a Wholly-Owned Subsidiary after the merger transaction is consummated, and (v) the Guarantor may transfer, sell or convey the stock of one or more of its Subsidiaries (other than the Borrowers) to one or more of its other Subsidiaries so long as, in the case of any su...
Prohibition on Fundamental Changes. Enter into any transaction or acquisition of, or merger or consolidation or amalgamation with, any other Person (including any Subsidiary or Affiliate of the Company or any of its Subsidiaries), or transfer all or substantially all of its assets to any Subsidiary, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or engage in any type of business other than of the same general type now conducted by it or as contemplated by the Form 10-K and those reasonably related or incidental thereto, or with respect to the Company, reorganize in any foreign jurisdiction, except for (a) any merger of any Subsidiary into (i) the Company provided the Company is the surviving entity or (ii)(A) any Domestic Subsidiary or (B) in the case of a Foreign Subsidiary, into any other Foreign Subsidiary; provided, in each case, that if one of the parties of such merger is a Subsidiary Guarantor then, the surviving entity shall be or become a Subsidiary Guarantor; (b) any merger of any Domestic Subsidiary into a Foreign Subsidiary in connection with an Investment permitted under Section 9.7; (c) liquidation or dissolution of any Subsidiary, provided that all assets of such Subsidiary are transferred to the Company or to a Wholly-Owned Domestic Subsidiary Guarantor; (d) any merger, consolidation or amalgamation of any non-Subsidiary Guarantor with a non-Subsidiary Guarantor; and (e) transactions otherwise expressly permitted under this Agreement; and (f) the Company or any Subsidiary of the Company may effect the ESG Spin-Off.
Prohibition on Fundamental Changes. Enter into any transaction of merger, consolidation, amalgamation or reorganization, or 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 any substantial part of its business or assets, whether now owned or hereafter acquired, or make any material change in the method by which it conducts business.
Prohibition on Fundamental Changes. Enter into any transaction of acquisition of, or merger or consolidation or amalgamation with, any other Person (including any Subsidiary or Affiliate of the Company or any of its Subsidiaries), or transfer all or substantially all of its assets to any Subsidiary, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or engage in any type of business other than of the same general type now conducted by it and those reasonably related or incidental thereto, except for (a) any merger of any Subsidiary into (i) the Company provided the Company is the surviving entity or (ii)(A) any Domestic Subsidiary or (B) in the case of a Foreign Subsidiary, any other Foreign Subsidiary; provided, in each case, that if one of the parties has become a guarantor under this Amended Agreement pursuant to Section 8.10 or Section 9.15, such entity shall be the surviving entity, and (b) liquidation or dissolution of any Subsidiary, provided that all assets of such Subsidiary are transferred to the Company or to a Wholly-Owned Domestic Subsidiary Guarantor.
Prohibition on Fundamental Changes. Guarantor shall not ---------------------------------- enter into any transaction of merger or consolidation, change its form of organization or its business, liquidate or dissolve itself (or suffer any liquidation or dissolution); provided, however, that Guarantor shall be able to -------- ------- merge with or into BLM or Navy II so long as no Default or Credit Agreement Event of Default exists or shall occur as a result thereof and if, in the event that Guarantor is not the surviving entity, (i) the surviving entity shall, simultaneously with such merger, assume all the obligations of Guarantor under this Agreement and under the other Financing Documents to which Guarantor was a party, (ii) Funding Corporation shall have received appropriate amendments to this Agreement and the other Financing Documents to which Guarantor was a party and all financing statements necessary to preserve its valid, perfected, first priority security interest in the Collateral, each in form and substance reasonably satisfactory to Funding Corporation, (iii) after giving effect to such merger, the merger shall not result in a Material Adverse Effect and (iv) after giving effect to such merger, no Default or Credit Agreement Event of Default shall have occurred or be continuing. Guarantor shall not purchase or otherwise acquire all or substantially all of the assets of any other Person, except for the purchase or acquisition by Guarantor of the partnership interests or assets related to the BLM or Navy II Projects.
Prohibition on Fundamental Changes. Borrower shall not enter into any acquisition, merger, consolidation or amalgamation, or liquidate, wind up or dissolve (or suffer any liquidation or dissolution), or make any material change in their present methods of conducting business or create or acquire any new subsidiary.
