Restriction on Fundamental Changes; Operation and Control. (a) The Borrower shall not enter into any merger or consolidation, unless the Borrower is the surviving entity, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, any substantial part of the business or property of the Borrower and its Subsidiaries, taken as a whole, whether now or hereafter acquired, hold an interest in any subsidiary which is not controlled by the Borrower or the General Partner or enter into other business lines, without the prior written consent of the Administrative Agent, which consent shall not be given unless the Required Banks so consent.
(b) The Borrower shall not amend its articles of incorporation, by-laws or agreement of limited partnership, as applicable, in any material respect which is reasonably likely to have an adverse effect on the Banks, without the Administrative Agent’s consent, which shall not be unreasonably withheld or delayed.
Restriction on Fundamental Changes; Operation and Control. (a) The Guarantor shall carry on its business operations substantially through the Borrower and its Consolidated Subsidiaries. Neither the Borrower nor the Guarantor shall enter into any merger or consolidation, unless (i) the Borrower or the Guarantor is the surviving entity, (ii) the entity which is merged into the Borrower or the Guarantor is primarily engaged in the commercial real estate business, (iii) the creditworthiness of the surviving entity's long term unsecured debt or implied senior debt, as applicable, is not lower than the Borrower's Credit Rating as of the date two (2) months immediately prior to such merger, and (iv) in the case of any merger where the then fair market value of the assets of the entity which is merged into the Borrower or the Guarantor is twenty-five percent (25%) or more of the then Tangible FMV, the Lead Agent consents thereto in writing, which consent shall not be unreasonably withheld, conditioned or delayed. Neither the Borrower nor the Guarantor shall (A) liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or any substantial part of its business or property, whether now or hereafter acquired, (B) hold an interest in any subsidiary which is not controlled by the Borrower or the Guarantor, as applicable, except for non-qualified real estate investment trust subsidiaries which are not controlled by the Borrower and/or the Guarantor but as to which the Borrower and/or the Guarantor shall own substantially all of the economic interests or (C) enter into other business lines, without the prior written consent of the Required Banks (which consent shall not be unreasonably withheld, conditioned or delayed), except for joint ventures in which the Guarantor's or the Borrower's ownership interest shall be less than fifteen (15%) of Tangible FMV. Nothing in this Section shall be deemed to prohibit the sale or leasing of portions of the Real Property Assets in the ordinary course of business of the Borrower, the Guarantor and/or their Consolidated Subsidiaries.
(b) The Borrower shall not amend its Partnership Documents in any material respect, without the Lead Agent's consent, which shall not be unreasonably withheld or delayed.
(c) The Borrower shall deliver to the Lead Agent copies of all amendments to its partnership agreement, partnership certificate, or other organizatio...
Restriction on Fundamental Changes; Operation and Control. (a) Xxxx shall carry on its business operations through Xxxx and its Subsidiaries. Neither Borrower nor CarrAmerica LP shall enter into any merger or consolidation, unless such Borrower or CarrAmerica LP, as applicable, is the surviving entity, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or any substantial part of its business or property, whether now or hereafter acquired, hold an interest in any subsidiary which is not controlled by such Borrower or CarrAmerica LP, as applicable, or enter into other business lines, without the prior written consent of the Required Banks, except for (i) joint ventures in which Xxxx'x ownership interest shall be less than 15% of the fair market value of the Real Property Assets owned by Xxxx as of the date hereof and (ii) Xxxx Real Estate Services, Inc., Xxxx Development and Construction, Inc. and any other similar service company. For purposes hereof, "fair market value" shall mean the quotient of (x) Net Operating Income with respect to the Real Property Assets owned by Xxxx as of the date hereof and (y) the FMV Cap Rate.
Restriction on Fundamental Changes; Operation and Control. (a) Borrower shall carry on its business operations through Borrower and its Subsidiaries. CarrAmerica Corporation shall carry on its business through CarrAmerica Corporation and its Subsidiaries. CarrAmerica LP shall carry on its business through CarrAmerica LP and its Subsidiaries. Neither Borrower nor any Guarantor shall enter into any merger or consolidation, unless Borrower or such Guarantor, as applicable, is the surviving entity, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or any substantial part of its business or property, whether now or hereafter acquired. Neither Borrower nor any Guarantor shall hold an interest (direct or indirectly) in any subsidiary which is not a Subsidiary, or enter into other business lines, without the prior written consent of the Required Banks, except for (i) joint ventures or other equity investments that do not violate the prohibitions set forth in Section 5.22, (ii) Xxxx Real Estate Services, Inc., CarrAmerica Development, Inc. or any other similar service company and (iii) warrants and other securities received from tenants occupying (or who have occupied) any of the Real Property Assets.
(b) No Credit Party shall amend its articles of incorporation, by-laws or agreement of limited partnership, as applicable, in any material respect, without the Administrative Agent’s consent, which shall not be unreasonably withheld.
Restriction on Fundamental Changes; Operation and Control. (a) The Borrower shall not enter into any merger or consolidation, unless the Borrower is the surviving entity, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, any substantial part of its business or property, whether now or hereafter acquired, hold an interest in any subsidiary which is not controlled by the Borrower or the General Partner or enter into other business lines, without the prior written consent of the Lead Agent, which consent shall not be given unless the Required Banks so consent.
(b) The Borrower shall not amend its articles of incorporation, by-laws or agreement of limited partnership, as applicable, in any material respect, without the Lead Agent's consent, which shall not be unreasonably withheld or delayed.
Restriction on Fundamental Changes; Operation and Control. (a) of the Credit Agreement is hereby deleted and the following substituted therefor:
Restriction on Fundamental Changes; Operation and Control. (a) None of the Borrower, MOC or any Guarantor Subsidiary shall enter into any merger or consolidation, unless the Borrower, MOC or such Guarantor Subsidiary, as the case may be, is the surviving entity, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, any substantial part of its business or property, whether now or hereafter acquired, without the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed.
(b) The Borrower shall not amend its certificate of incorporation or by-laws, as applicable, in any material respect, without the Administrative Agent's consent, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the filing of a certificate of designation with respect to an issuance of any class or series of preferred or series common stock shall not constitute an amendment for purposes hereof. In addition, filing of certificates of amendment with respect to the increase in the authorized capital of each of the Borrower and MOC to provide for 25,000,000 shares of excess stock shall not be deemed to be a material amendment for purposes hereof.
Restriction on Fundamental Changes; Operation and Control. (a) Xxxx shall carry on its business operations through Xxxx and its Subsidiaries. Neither Borrower nor CarrAmerica LP shall enter into any merger or consolidation, unless such Borrower or CarrAmerica LP, as applicable, is the surviving entity, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or any substantial part of its business or property, whether now or hereafter acquired, hold an interest in any subsidiary which is not controlled by such Borrower or CarrAmerica LP, as applicable, or enter into other business lines, without the prior written consent of the Lead Agent, except for (i) joint ventures in which Xxxx'x
Restriction on Fundamental Changes; Operation and Control. (a) Guarantor shall carry on its business operations through Borrower and its Subsidiaries. Neither the Guarantor, the Borrower nor any Subsidiary of either holding Unencumbered Asset Pool Properties shall enter into any merger or consolidation, unless the Guarantor or the Borrower or another Subsidiary of either Borrower or Guarantor which holds Unencumbered Asset Pool Properties, as the case may be, is the surviving entity, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or any substantial part of its business or property, whether now or hereafter acquired, hold an interest in any subsidiary which is not controlled by Borrower or Guarantor, without the prior written consent of the Required Banks, except for joint ventures in which Borrower's aggregate ownership interest shall be less than 15% of the fair market value of the Real Property Assets owned by Borrower as of the date hereof. For purposes hereof, "fair market value" shall mean the quotient of (x) Net Operating Cash Flow with respect to the Real Property Assets as of the date hereof (on an annualized basis in the case of Real Property Assets that have been owned by Borrower or Guarantor or their Consolidated Subsidiaries for a period of less than four (4) fiscal quarters) less an amount equal to the product of the G&A Percentage and such Net Operating Income, and (y) the FMV Cap Rate.
Restriction on Fundamental Changes; Operation and Control. (a) The Borrower shall carry on its business operations through the Borrower and its
