RESTRICTION ON FUNDAMENTAL CHANGES; ASSET SALES AND ACQUISITIONS. Subject to subsection 5.2, each of Company and its Consolidated Subsidiaries will not enter into any transaction of merger or consolidate, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, exchange, lease, sub-lease, transfer or otherwise dispose of, in one transaction or a series of related transactions, all or any of its business, property or fixed assets, or all or any portion of the stock or beneficial ownership, whether now owned or hereinafter acquired, or acquire by purchase or otherwise all or substantially all the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person, except:
(i) any Subsidiary of Company may be merged or consolidated with or into Company or any wholly-owned Subsidiary of Company, or be liquidated, wound up or dissolved, or all or substantially all of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any wholly-owned Subsidiary of Company; provided that, in the case of such a merger or consolidation, Company or such wholly-owned Subsidiary shall be the continuing or surviving corporation; provided further that, in the case of such a merger or consolidation or disposition of a majority of the stock of a Subsidiary or substantially all of the business, property or assets of such a Subsidiary (the "AFFECTED SUBSIDIARY") of Company which is a guarantor of any of the Obligations, (a) the continuing, surviving or transferee corporation shall expressly assume the obligations of the Affected Subsidiary under such guaranty and (b) in the case of a merger or consolidation, the net worth of the continuing or surviving corporation (calculated without giving effect to any increase in the amount of intercompany Indebtedness for which the continuing or surviving corporation is liable as compared to the amount of intercompany Indebtedness for which the Affected Subsidiary was liable immediately prior to such merger or consolidation) shall not be less than the net worth of the Affected Subsidiary immediately prior to such merger or consolidation; and provided still further that, subject to the terms of the applicable Collateral Document, in the case of such a merger or consolidation or disposition of a majority of the stock of a Subsidiary or substantially all of the business, property or assets of such a Subsidiary of Company the sto...
RESTRICTION ON FUNDAMENTAL CHANGES; ASSET SALES AND ACQUISITIONS. Holdings shall not, and shall not permit any of its Subsidiaries to, alter the corporate, capital or legal structure of Holdings or Company or any of Company's Subsidiaries, or enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor), transfer or otherwise dispose of, in one transaction 141 or a series of transactions, all or any part of its business, property or assets, whether now owned or hereafter acquired, or acquire by purchase or otherwise all or substantially all the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business of any Person, except:
(i) any Subsidiary of Company may be merged with or into Company or any wholly-owned Subsidiary Guarantor, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any wholly-owned Subsidiary Guarantor; provided that, in the case of such a merger, Company -------- or such wholly-owned Subsidiary Guarantor shall be the continuing or surviving corporation;
(ii) Company and its wholly-owned Subsidiaries may acquire all or substantially all the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person, or any division or line of business of any Person, in the Business or a business incidental or related thereto (collectively, "PERMITTED ACQUISITION"); provided that (a) -------- such Person becomes a wholly-owned Subsidiary of Company, or such business, property or other assets are acquired by Company or a wholly-owned Subsidiary of Company, and any such wholly-owned Subsidiary which is a Foreign Subsidiary shall be a direct Subsidiary of Company; (b) the aggregate consideration paid by Company or any of its Subsidiaries does not exceed (1) for any single Permitted Acquisition, an amount equal to $25,000,000 consisting of cash consideration, Indebtedness and other liabilities incurred or assumed plus an equal or lesser amount equal to the ---- aggregate amount received by Company as cash capital contributions from Holdings after the Closing Date to finance such transaction and/or equity issued as consideration in such transaction, and (2) for all such Permitted Acquisitions d...
RESTRICTION ON FUNDAMENTAL CHANGES; ASSET SALES AND ACQUISITIONS. The Borrower shall not, and shall not permit any member of the Borrower Group to, Dispose of, in one transaction or a series of transactions, all or any part of its business, property or assets, whether now owned or hereafter acquired, or acquire by purchase or otherwise all or substantially all of the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business of any Person (including any issuance or sale by any member of the Borrower Group of Equity Interests in any of their respective Restricted Subsidiaries), except:
(i) the members of the Borrower Group may Dispose of obsolete, worn out or surplus assets or assets no longer used or useful in the business of the Borrower Group to the extent made in the ordinary course of business, provided that either (a) such Disposal does not materially adversely affect any portion of such Person’s business, or (b) prior to or within twelve months following such Disposal, any such property shall be replaced with other property of substantially equal utility and a value at least substantially equal to that of the replaced property when first acquired and free from any security of any other Person, subject only to Permitted Liens, and by such removal and replacement the members of the Borrower Group shall be deemed to have subjected such replacement property to the lien of the Collateral Documents in favor of the Secured Parties, as applicable, provided that the aggregate amount of proceeds that may be used to replace assets Disposed of pursuant to this clause (b) shall not exceed $2,000,000 in the aggregate for all such assets acquired after the Closing Date;
(ii) the members of the Borrower Group may sell or otherwise Dispose of assets in transactions that do not constitute Asset Sales, provided that the consideration received for such assets shall be in an amount at least equal to the fair market value thereof; and provided, further, that the members of the Borrower Group may not lease or sublease to other Persons any portion of the interest of the applicable member of the Borrower Group in any of its Colocation Facilities, unless each such lease or sublease (a) is made in the ordinary course of business and is in connection with the provision of co-location services by any member of the Borrower Group and (b) does not interfere in any material respect with the ordinary conduct of the business of any member of the Borrower Group;
(iii) ...
RESTRICTION ON FUNDAMENTAL CHANGES; ASSET SALES AND ACQUISITIONS. The Credit Parties shall not alter the corporate, capital or legal structure of the Credit Parties or enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve themselves (or suffer any liquidation or dissolution), or convey, sell, lease, sub-lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of their respective businesses, properties or fixed assets, whether now owned or hereafter acquired, or acquire by purchase or otherwise all or substantially all the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business of any Person, except:
(i) Borrowers may consummate (y) the Premier Acquisition upon satisfaction of the conditions set forth in subsections 3.1 and 3.3, and (z) the NCP6 Acquisition on or prior to September 30, 2001 (1) in the event that the First Reserve Amount and the Second Reserve Amount have become available in accordance with subsection 2.1A(iii), to consummate such Acquisition and the transactions contemplated thereby, and (2) upon satisfaction of the conditions set forth in subsection 3.2 and 3.3;
(ii) the Credit Parties may make Capital Expenditures permitted under subsection 6.8;
(iii) the Credit Parties may make Asset Sales; provided that (x) the consideration received for such assets shall be Cash (subject to customary hold-backs for working capital and indemnification) in an amount at least equal to the fair market value thereof; (y) the Net Cash Proceeds of such Asset Sales shall be applied as required by subsection 2.4B(iii)(a); and (z) Borrowers shall demonstrate to the satisfaction of Requisite Lenders current and pro forma compliance with each of the covenants set forth in subsection 6.6 after giving effect to such Asset Sale; provided further that the assets and related operations sold (i) in any Fiscal Year shall not account for more than 15% of Operating Cash Flow for such Fiscal Year and (ii) from and after the Second Restatement Effective Date shall not account for more than 25% of Operating Cash Flow for Fiscal Year 2001.
(iv) with the prior written consent of Requisite Lenders, and as long as no Event of Default or Potential Event of Default has occurred and is continuing or would result therefrom, the Credit Parties may acquire assets (including cable systems) for not more than their fair market value; provided that prior to any such acquisition Borrowers s...
RESTRICTION ON FUNDAMENTAL CHANGES; ASSET SALES AND ACQUISITIONS. Consolidated Capital Expenditures.
RESTRICTION ON FUNDAMENTAL CHANGES; ASSET SALES AND ACQUISITIONS. Subsection 7.7 of the Credit Agreement is hereby amended by (1) deleting in its entirety the reference to "all or any part of its business, property or fixed assets" in the introductory paragraph of such subsection 7.7 and substituting "all or any part of its business, property or fixed assets (including without limitation any Accounts or other accounts receivables)"; (2) deleting clause (iii) of such subsection 7.7 in its entirety; and (3) renumbering clauses (iv) and (v) as clauses (iii) and (iv) respectively.
RESTRICTION ON FUNDAMENTAL CHANGES; ASSET SALES AND ACQUISITIONS. Each Borrower shall not, and shall not permit any of its Subsidiaries to, alter the corporate, capital or legal structure of Company or any of its Subsidiaries, or enter into any transaction of merger, consolidation or amalgamation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor), transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, property or assets, whether now owned or hereafter acquired, or acquire by purchase or otherwise all or substantially all the business, property or fixed assets of, or stock or other evidence of beneficial ownership of any Person, or any division or line of business of any Person, except:
RESTRICTION ON FUNDAMENTAL CHANGES; ASSET SALES AND ACQUISITIONS. No Borrower shall nor shall any Borrower permit any of its Subsidiaries to, alter the corporate, capital or legal structure of such Borrower or any of its Subsidiaries, or enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sub-lessor), transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, property or fixed assets, whether now owned or hereafter
RESTRICTION ON FUNDAMENTAL CHANGES; ASSET SALES AND ACQUISITIONS. No Borrower shall nor shall any Borrower permit any of its Subsidiaries to:
(i) alter the corporate, capital or legal structure of such Borrower or any of its Subsidiaries, or enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution); or
(ii) make any Asset Sales or otherwise convey, sell, lease or sub-lease (as lessor or sub-lessor), transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, property or fixed assets (including without limitation any Accounts or other accounts receivables), whether now owned or hereafter acquired; or
(iii) acquire by purchase or otherwise all or substantially all the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business of any Person; or
(iv) or acquire by purchase or otherwise any Inventory (other than as required by executed contracts or as required by Company's replacement parts operations); PROVIDED that Company and its Subsidiaries may make Asset Sales of:
(a) the Real Property Assets located in Westmont, Illinois (with respect to the headquarters of Company only) and in Xxxxxxx, Pennsylvania; and
(b) other assets having a fair market value of less than $5,000,000, whether in any single transaction or related series of transactions or in the aggregate; PROVIDED, HOWEVER, that:
RESTRICTION ON FUNDAMENTAL CHANGES; ASSET SALES AND ACQUISITIONS subject to Section 6.11, the Borrower and its Subsidiaries may make asset sales not otherwise permitted by this Section 6.7 of (i) so long as no Default or Event of Default shall have occurred and be continuing, the Golden Gallon Assets Held for Sale, (ii) other assets having a fair market value not in excess of $20,000,000 and (iii) assets subject to Permitted Sale Leaseback Transactions; provided that (x) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof, (y) at least 80% of the consideration received shall be Cash except, with respect to transactions involving Golden Gallon Assets Held for Sale, as the Administrative Agent may otherwise agree, and (z) the Net Cash Proceeds of such asset sales shall be applied as required by Section 2.8(b)(ii);
