Restriction on Fundamental Changes; Conduct of Business Sample Clauses

Restriction on Fundamental Changes; Conduct of Business. No Borrower shall (a) enter into any merger or consolidation, or liquidate, wind up or dissolve (or suffer any liquidation or dissolution), or convey, lease, sell, transfer or otherwise dispose of, in one transaction or a series of transactions, any substantial portion of such Borrower's business or property, whether now or hereafter acquired, (b) enter into limited liability companies, partnerships or joint ventures with any other entity, (c) acquire all or substantially all of the assets or business of any other company, person or entity, (d) create, acquire or permit to exist any Subsidiaries (other than GL Funding as a Subsidiary of GLCA), (e) conduct business under any trade names other than the trade names of such Borrower as of the Closing Date of this Agreement, or (f) engage in any business other than the businesses engaged in by such Borrower on the date hereof and any business or activities which are substantially similar or related thereto. No Borrower will make any material change in its current business or business practices without providing not less than sixty (60) days prior written notice to Lender. No Borrower shall permit Parent Company to create, acquire or permit to exist any Subsidiaries other than GLCA, and such Subsidiary of Parent Company shall be wholly owned by Parent Company.
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Restriction on Fundamental Changes; Conduct of Business. The Company shall not, and shall not permit any of its Material Subsidiaries to, enter into any merger or consolidation, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or any substantial part of its business, property or assets, whether now or hereafter acquired, except for: (a) a merger of the Company into a wholly-owned Subsidiary of the Company that has nominal assets and liabilities, the primary purpose of which is to effect a name change of the Company or the reincorporation of the Company in another state; (b) a merger of the Company or one of its Material Subsidiaries with another Person if (i) the Company or such Material Subsidiary is the entity surviving such merger and (ii) immediately after giving effect to such merger, no Event of Default or Potential Event of Default shall have occurred and be continuing; (c) the sale or other transfer of all or any substantial part of the business, property or assets of any Material Subsidiary of the Company to the Company or any other wholly-owned Subsidiary of the Company; or (d) as permitted by Section 8.02(a). The Company shall not, and shall not permit any of its Subsidiaries to, engage principally in any businesses other than the businesses described in the Company’s Annual Report on Form 10-K for its 2003 Fiscal Year, when taken as a whole, and other businesses reasonably related thereto. Commercial Paper Facility.
Sample 1
Restriction on Fundamental Changes; Conduct of Business. The Borrower shall not (a) enter into any merger or consolidation, or liquidate, wind up or dissolve (or suffer any liquidation or dissolution), or convey, lease, sell, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of the Borrower's business or property, whether now or hereafter acquired, (b) enter into limited liability companies, partnerships or joint ventures with any other entity, (c) acquire all or substantially all of the assets or business of any other company, person or entity, (d) create or acquire or permit to exist any subsidiaries, except for Apex Telecommunications Manufacturing, Inc., a wholly-owned subsidiary of the Borrower, (e) conduct business under any other tradenames other than without the prior written consent of the Bank, or (f) engage in any business other than the businesses engaged in by the Borrower on the date hereof and any business or activities which are substantially similar or related thereto.
Sample 1
Restriction on Fundamental Changes; Conduct of Business. Neither the Borrower nor any of its Subsidiaries shall (a) enter into any merger or consolidation, or liquidate, wind up or dissolve (or suffer any liquidation or dissolution), or convey, lease, sell, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of the business or property of Borrower or any of its Subsidiaries, whether now or hereafter acquired, (b) except with respect to Subsidiaries of the Borrower permitted by the Bank, enter into limited liability companies, partnerships or joint ventures with any other entity, (c) acquire all or substantially all of the assets or business of any other company, person or entity, (d) create or acquire or permit to exist any Subsidiaries, except for Apex Telecommunications Manufacturing, Inc., a New Hampshire corporation and wholly-owned subsidiary of the Borrower, PECO II Texas, L.P., a Delaware limited partnership, PECO Telecommunications LLC, a Delaware limited liability company, PECO Powering LLC, a Delaware limited liability company, PECO II Global Services, Inc., a Delaware corporation and wholly-owned subsidiary of the Borrower, and Telecom Global Services de Mexico; (e) conduct business under any other tradenames other than without the prior written consent of the Bank, or (f) engage in any business other than the businesses engaged in by the Borrower on the date hereof and any business or activities which are substantially similar or related thereto. A “Subsidiary” of the Borrower or any other person means (i) any corporation more than fifty percent (50%) of the outstanding security having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such person or by one or more of its subsidiaries or by such person and one or more of its subsidiaries, or (ii) any partnership, association, joint venture or similar business organization more than fifty percent (50%) of the ownership interest have ordinary voting power of which shall at the time be so owned or controlled.
Sample 1
Restriction on Fundamental Changes; Conduct of Business. Borrower shall not (a) enter into any merger or consolidation, or liquidate, wind up or dissolve (or suffer any liquidation or dissolution), or convey, lease, sell, transfer or otherwise dispose of, in one transaction or a series of transactions, any substantial portion of Borrower’s business or property, whether now or hereafter acquired.
Sample 1
Restriction on Fundamental Changes; Conduct of Business. The Borrower shall not (a) enter into any merger or consolidation where Borrower is not the surviving entity, or liquidate, wind up or dissolve (or suffer any liquidation or dissolution), or convey, lease, sell, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of the Borrower's business or property, whether now or hereafter acquired, (b) without the prior written consent of the Bank, which consent shall not be unreasonably withheld, acquire all or substantially all of the assets or business of any other company, person or entity where the value of the acquisition is equal to or greater than $2,000,000.00 or and (c) create or acquire or permit to exist any subsidiaries without the prior written consent of the Bank, which consent shall not be unreasonably withheld. The Borrower shall not engage in any business other than the businesses engaged in by the Borrower on the date hereof and any business or activities which are substantially similar or related thereto.
Sample 1
Restriction on Fundamental Changes; Conduct of Business. The Borrower shall not (a) enter into any merger or consolidation, or liquidate, wind up or dissolve (or suffer any liquidation or dissolution), or convey, lease, sell, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of the Borrower's business or property, whether now or hereafter acquired, (b) except with respect to Subsidiaries permitted by the Bank, enter into limited liability companies, partnerships or joint ventures with any other entity, (c) acquire all or substantially all of the assets or business of any other company, person or entity, (d) create or acquire or permit to exist any Subsidiaries, except for Apex Telecommunications Manufacturing, Inc., a wholly-owned subsidiary of the Borrower, and PECO II Texas, L.P., a Delaware limited partnership; (e) conduct business under any other tradenames other than without the prior written consent of the Bank, or (f) engage in any business other than the businesses engaged in by the Borrower on the date hereof and any business or activities which are substantially similar or related thereto.
Sample 1
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Related to Restriction on Fundamental Changes; Conduct of Business

  • Restriction on Fundamental Changes Neither the Company nor any of its Subsidiaries shall enter into any merger or consolidation, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or substantially all of the Company’s or any such Subsidiary’s business or property, whether now or hereafter acquired, except (i) transactions permitted under Sections 6.02 or 6.06) (including the liquidation, winding up or dissolution of a Subsidiary in connection with a transaction permitted under Section 6.02), (ii) a Subsidiary of the Company may be merged into, liquidated into or consolidated with the Company (in which case the Company shall be the surviving corporation) or any wholly-owned Subsidiary of the Company; provided if (x) a Subsidiary Borrower is merged into, liquidated into or consolidated with another Subsidiary of the Company, the surviving Subsidiary shall be (or shall concurrently become) the Subsidiary Borrower, and (y) a Subsidiary Guarantor is merged into, liquidated into or consolidated with another Subsidiary of the Company, the surviving Subsidiary shall also be or shall become a Subsidiary Guarantor to the extent required under Section 6.11 or 6.17 hereunder, and (iii) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, any Person (other than the Company or any of its Subsidiaries) may merge or consolidate with the Company or any of its Subsidiaries in connection with a Permitted Acquisition; provided that any such merger or consolidation involving (A) the Company must result in the Company as the surviving entity, (B) subject to the preceding clause (A), a Subsidiary Borrower must result in such Subsidiary Borrower as the surviving entity and (C) subject to the preceding clauses (A) and (B), a Subsidiary Guarantor must result in such Subsidiary Guarantor as the surviving entity.

  • Restriction on Fundamental Changes; Asset Sales Company 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 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 or a series of transactions, all or any part of its business, property or assets (including its notes or receivables and Capital Stock of a Subsidiary, whether newly issued or outstanding), whether now owned or hereafter acquired, except:

  • Restrictions on Conduct of Business Without limiting the generality of the terms of Section 6.1 hereof, except (i) as required by the terms hereof, or (ii) to the extent that Acquiree shall otherwise consent in writing, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to the terms hereof or the Closing, neither the Acquiror, nor the Acquiror Principal Shareholder shall do any of the following, or permit the Acquiror to do any of the following:

  • Certain Changes and Conduct of Business (a) From and after the date of this Agreement and until the Closing (or the earlier termination of this Agreement), the Company shall, and the Members shall cause the Company to, conduct the Company's business solely in the ordinary course consistent with past practices. Without limiting the generality of the preceding sentence, except as required or permitted pursuant to the terms hereof, the Company shall not, and the Members shall cause the Company not to:

  • Limitation on Fundamental Changes Enter into any merger, 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 or business, except that:

  • Restrictions on Fundamental Changes (a) Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Stock.

  • 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.

  • Restriction on Repurchases Until the expiration of two years after the original issuance of the offered Securities, the Company will not, and will cause its Affiliates not to, resell any offered Securities which are “restricted securities” (as such term is defined under Rule 144(a)(3) under the 1933 Act), whether as beneficial owner or otherwise (except as agent acting as a securities broker on behalf of and for the account of customers in the ordinary course of business in unsolicited broker’s transactions).

  • Limitation on Restrictions The Borrower will not, and it will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction on the ability of any such Restricted Subsidiary to (a) pay dividends or make any other distributions on its capital stock or other Equity Interests owned by the Borrower or any other Restricted Subsidiary, (b) pay or repay any Indebtedness owed to the Borrower or any other Restricted Subsidiary, (c) make loans or advances to the Borrower or any other Restricted Subsidiary, (d) transfer any of its Property to the Borrower or any other Restricted Subsidiary, (e) encumber or pledge any of its assets to or for the benefit of the Administrative Agent or (f) guaranty the Obligations, Hedging Liability and Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations, except for, in each case:

  • Restriction on Timing of Distribution Notwithstanding any provision of this Agreement to the contrary, distributions under this Agreement may not commence earlier than six (6) months after the date of a Separation from Service (as described under the “Separation from Service” provision herein) if, pursuant to Internal Revenue Code Section 409A, the participant hereto is considered a “specified employee” (under Internal Revenue Code Section 416(i)) of the Bank if any stock of the Bank is publicly traded on an established securities market or otherwise. In the event a distribution is delayed pursuant to this Section, the originally scheduled distribution shall be delayed for six (6) months, and shall commence instead on the first day of the seventh month following Separation from Service. If payments are scheduled to be made in installments, the first six (6) months of installment payments shall be delayed, aggregated, and paid instead on the first day of the seventh month, after which all installment payments shall be made on their regular schedule. If payment is scheduled to be made in a lump sum, the lump sum payment shall be delayed for six (6) months and instead be made on the first day of the seventh month.

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