Restriction on Fundamental Changes; Permitted Acquisitions. Except in connection with a Permitted Acquisition, the Borrower shall not, and shall not permit any of its Subsidiaries to, (a) merge with any Person other than the Borrower or a Guarantor, (b) consolidate with any Person, (c) acquire all or substantially all of the Stock or Stock Equivalents of any Person, (d) acquire all or substantially all of the assets of any Person or all or substantially all of the assets constituting the business of a division, branch or other unit operation of any Person, (e) enter into any joint venture or partnership with any Person or (f) acquire or create any Subsidiary unless, after giving effect to such creation or acquisition, such Subsidiary is a Wholly-Owned Subsidiary of the Borrower, the Borrower is in compliance with Section 7.11 (Additional Collateral and Guaranties) and the Investment in such Subsidiary is permitted under Section 8.3(c) (Investments).
Restriction on Fundamental Changes; Permitted Acquisitions. (a) The Credit Parties shall not and shall not cause or permit their Subsidiaries to directly or indirectly:
(i) amend, modify or waive any term or provision of its organizational documents, including its articles of incorporation, certificates of designations pertaining to preferred stock, (other than the amendment referred to in Section 2.9) by-laws, partnership agreement or operating agreement in any way adversely affecting the Lenders unless required by law;
(ii) enter into any transaction of merger or consolidation except, upon not less than five (5) Business Days’ prior written notice to Agent, any wholly owned Subsidiary of a Borrower may be merged with or into any other wholly owned Subsidiary of such Borrower (and in connection therewith Borrower will take such action as may be required to preserve and protect the Liens of the Agent on the Collateral), provided that if the Subsidiary so merged is a Credit Party, the surviving company shall be a Credit Party;
(iii) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution); or
(iv) acquire by purchase or otherwise all or any substantial part of the business or assets of any other Person except as set forth in paragraph (b) below.
(b) Borrowers may acquire all or substantially all of the assets or Stock of any Person (the “Target”) (in each case, a “Permitted Acquisition”) subject to the satisfaction of each of the following conditions:
(i) Agent shall receive at least thirty (30) Business Days’ prior written notice of such proposed Permitted Acquisition, which notice shall include a reasonably detailed description of such proposed Permitted Acquisition;
(ii) such Permitted Acquisition shall only involve assets located in the United States or Canada and comprise a business, or those assets of a business, of the type engaged in by Borrowers as of the Amendment Effective Date, and which business would not subject Agent or any Lender to regulatory or third party approvals in connection with the exercise of its rights and remedies under this Agreement or any other Loan Documents other than approvals applicable to the exercise of such rights and remedies with respect to Borrowers prior to such Permitted Acquisition;
(iii) such Permitted Acquisition shall be consensual and shall have been approved by the Target’s board of directors and Borrower and Target (and the seller thereof) shall have received all necessary regulatory and third-party approvals in connection with such Permitted ...
Restriction on Fundamental Changes; Permitted Acquisitions. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, (a) except in connection with a Permitted Acquisition, (i) merge with any Person, (ii) consolidate with any Person, (iii) acquire all or substantially all of the Stock or Stock Equivalents of any Person or (iv) acquire all or substantially all of the assets of any Person or all or substantially all of the assets constituting the business of a division, branch or other unit operation of any Person, (b) enter into any joint venture or partnership with any Person or (c) acquire or create any Subsidiary unless, after giving effect to such creation or acquisition, such Subsidiary is a Wholly-Owned Subsidiary of the Borrower, the Borrower is in compliance with Section 7.11 (Additional Collateral and Guaranties) and the Investment in such Subsidiary is permitted under Section 8.3(c)(e)(iii)(Investments); provided, however, that such transactions pursuant to clause (a) or (b) shall be permitted between (w) the Borrower and any Guarantor, provided that the Borrower shall be the surviving entity after giving effect to any such transaction, (x) a Guarantor with another Guarantor, (y) a Restricted Subsidiary that is not a Guarantor with another Restricted Subsidiary that is not a Guarantor or (z) an Unrestricted Subsidiary with another Unrestricted Subsidiary.
Restriction on Fundamental Changes; Permitted Acquisitions. The Borrower shall not, nor shall it permit any of its Subsidiaries to, (a) except in connection with a Permitted Acquisition, (i) merge with any Person, (ii) consolidate with any Person, (iii) acquire all or substantially all of the Stock or Stock Equivalents of any Person or (iv) acquire all or substantially all of the assets of any Person or all or substantially all of the assets constituting the business of a division, branch or other unit operation of any Person, (b) enter into any joint venture or partnership with any Person other than any joint venture or partnership among the Borrower and any Subsidiary Guarantor or as otherwise permitted pursuant to Section 8.3 (Investments) or (c) acquire or create any Subsidiary unless, after giving effect to such creation or acquisition, such Subsidiary is a Wholly-Owned Subsidiary of the Borrower, the Borrower is in compliance with Sections 7.11 (Additional Collateral and Guaranties) and 7.14 (Real Property) and the Investment in such Subsidiary is permitted under Section 8.3(c) (Investments). In addition, (w) any Subsidiary Guarantor may merge or consolidate with, or be liquidated into, the Borrower (so long as the Borrower is the surviving Person) or any other Subsidiary Guarantor, (x) the Borrower or any Subsidiary Guarantor may acquire all or substantially all of the assets of any other Subsidiary Guarantor, (y) any Subsidiary of the Borrower may merge or consolidate with, or be liquidated into, the Borrower (so long as the Borrower is the surviving Person) or any Subsidiary Guarantor (so long as such Subsidiary Guarantor is the surviving Person and continues to be a Wholly Owned Subsidiary of the Borrower) and (z) any Subsidiary of the Borrower which is not a Guarantor may merger or consolidate with, or be liquidated into, any other Subsidiary of the Borrower which is also not a Guarantor. CREDIT AGREEMENT U.S. CONCRETE, INC.
Restriction on Fundamental Changes; Permitted Acquisitions. Except in connection with a Permitted Acquisition, the Company shall not, and shall not permit any of its Subsidiaries to, (a) merge with any Person other than the Company or a Subsidiary of the Company (provided that in any such merger involving the Company, the Company shall be the surviving entity of such merger), (b) consolidate with any Person unless, in the case of a Guarantor, the resulting Person is a Guarantor, and in the case of a Subsidiary, the resulting Person is a Subsidiary, (c) acquire all or substantially all of the Stock or Stock Equivalents of any Person, (d) acquire all or substantially all of the assets of any Person or all or substantially all of the assets constituting the business of a division, branch or other unit operation of any Person, (e) enter into any joint venture (whether a corporation, limited liability company, partnership or other entity) with any Person unless (x) such joint venture is primarily engaged in a business of the type described in the definition of “FMC’s Business” and (y) after giving effect to the Investment in such joint venture, no Default or Event of Default shall have occurred and be continuing, or (f) in the case of the Company, sell, convey or otherwise transfer all, or substantially all, of its assets. In any given Fiscal Year during the term of this Agreement, the Company shall not, and shall not permit any of its Subsidiaries to, sell, convey or otherwise transfer in a single transaction or a series of transactions, such a significant portion of their assets that the net cash proceeds of such transaction or transactions are greater than 20% of Consolidated Net Tangible Assets of the Company as of the last day of the immediately preceding Fiscal Year.
Restriction on Fundamental Changes; Permitted Acquisitions. Except, other than in respect of clause (e) below, in connection with a Permitted Acquisition, none of Holdings or any Borrower shall, nor shall they permit any of their respective Subsidiaries to, (a) merge with any Person, (b) consolidate with any Person, (c) acquire all or substantially all of the Stock or Stock Equivalents of any Person, (d) acquire all or substantially all of the assets of any Person or all or substantially all of the assets constituting the business of a division, branch or other unit operation of any Person, (e) enter into any Joint Venture (other than a Permitted Joint Venture) or own any Stock or Stock Equivalents in respect of any such Joint Venture or (f) create any Subsidiary unless, after giving effect to such creation, such Subsidiary is a Wholly-Owned Subsidiary of any Borrower, each Borrower is in compliance with Section 7.11 (Additional Collateral and Guaranties) within 10 Business Days after the creation thereof and the Investment in such Subsidiary is permitted under Section 8.3 (Investments); provided, however, that (x) any Domestic Subsidiary of the Company may be merged or consolidated with or into the Company or any Domestic Subsidiary Guarantor, as long as the Company or such Domestic Subsidiary Guarantor is the surviving corporation, (y) any Subsidiary of Australian Holdings may be merged or consolidated with or into any Australian Borrower or (if such Subsidiary is not an Australian Borrower) any Subsidiary Guarantor that is a Subsidiary of the Australian Holdings organized and existing under the laws of Australia, as long as such Australian Borrower or, as the case may be, such Subsidiary Guarantor is the surviving corporation.
Restriction on Fundamental Changes; Permitted Acquisitions. Except in connection with a Permitted Acquisition, a Permitted Reorganization or a dissolution permitted by Section 7.1 (Preservation of Corporate Existence, Etc.), neither Holdings nor the Borrower shall, nor shall they permit any of their respective Subsidiaries to, (a) merge with any Person, (b) consolidate with any Person, (c) acquire all or substantially all of the Stock or Stock Equivalents of any Person, (d) acquire all or substantially all of the assets of any Person or all or substantially all of the assets constituting the business of a division, branch or other unit operation of any Person, (e) enter into any joint venture or partnership with any Person other than in connection with a Permitted Joint Venture, the investment in which is permitted by Section 8.3(h) or Section 8.3(m) (Investments) or (f) acquire or create any Subsidiary unless, after giving effect to such creation or acquisition, such Subsidiary is a Wholly-Owned Subsidiary of the Borrower, the Borrower is in compliance with Section 7.16 (Additional Collateral and Guaranties) and the Investment in such Subsidiary is permitted under Section 8.3(e) (Investments).
Restriction on Fundamental Changes; Permitted Acquisitions. Except in connection with a Permitted Acquisition, the Borrower shall not, and shall not permit any of its Subsidiaries to, (a) merge with any Person other than the Borrower or a Guarantor, (b) consolidate with any Person, (c) acquire all or substantially all of the Stock or Stock Equivalents of any Person, (d) acquire all or substantially all of the assets of any Person or all or substantially all of the assets constituting the business of a division, branch or other unit operation of any Person, (e) enter into any joint venture or partnership with any Person unless (x) an Investment in such joint venture or partnership would be permitted by Section 8.3(i) (Investments), (y) such joint venture or partnership is primarily engaged in a business of the type described in the definition of “FMC’s Business” and (z) after giving effect to the Investment in such joint venture or partnership, no Default or Event of Default shall have occurred and be continuing or (f) acquire or create any Subsidiary unless, after giving effect to such creation or acquisition, such Subsidiary is a Wholly-Owned Subsidiary of the Borrower, the Borrower is in compliance with Section7.11 (Additional Collateral and Guaranties) and the Investment in such Subsidiary is permitted under Section 8.3(c) (Investments).
(ix) Section 8.9 (Transactions with Affiliates) of the L/C Agreement is hereby amended and restated in its entirety to read as follows:
Restriction on Fundamental Changes; Permitted Acquisitions. Except in connection with a Permitted Acquisition, the Permitted Reorganization or the Permitted IPO Reorganization, the Loan Parties will not, and will not permit any other Group Member to merge or consolidate with any Person (other than any other Loan Party).
Restriction on Fundamental Changes; Permitted Acquisitions. Except, in respect of clauses (a) through (d) below, in connection with a Permitted Acquisition, neither the Company nor any Borrower shall, nor shall they permit any of their respective Subsidiaries to, (a) merge with any Person, (b) consolidate with any Person, (c) acquire all or substantially all of the Stock or Stock Equivalents of any Person, (d) acquire all or substantially all of the assets of any Person or all or substantially all of the assets constituting the business of a division, branch or other unit operation of any Person, (e) enter into any joint venture or partnership with any Person or (f) acquire or create any Subsidiary unless, after giving effect thereto, such Subsidiary is a Wholly-Owned Subsidiary of any Borrower, the Company is AMENDED AND RESTATED CREDIT AGREEMENT SUNTRON CORPORATION in compliance with Section 7.11 (Additional Collateral and Guaranties) and the Investment in such Subsidiary is permitted under Section 8.3(c) (Investments).
