Restriction on Fundamental Changes; Permitted Acquisitions Sample Clauses
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. 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. Neither the Parent nor the Borrower shall, nor shall they permit any of their respective Subsidiaries to, do any of the following:
(a) except in connection with a Permitted Acquisition or an Asset Sale otherwise permitted by Section 8.4 (Sale of Assets) (other than under Section 8.4(i)(A) (Sale of Assets)), (i) merge or consolidate with any Person, (ii) acquire all or substantially all of the Stock or Stock Equivalents of any Person or (iii) 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 (including any Joint Venture) or partnership with any Person that is not a Loan Party or a Subsidiary of a Loan Party, in each case except for Permitted Joint Ventures; or
(c) except as part of any Foreign IP Transfer, create any Subsidiary unless, after giving effect to such creation, such Subsidiary is a Wholly-Owned Subsidiary of the Parent and the Investment in such Subsidiary is permitted under Section 8.3(h) (Investments); provided, however, that:
(1) any Subsidiary of the Parent (other than the Borrower) may be merged, liquidated or dissolved into the Borrower or a Guarantor and (2) any Non-Guarantor may be merged, liquidated or dissolved into any other Non-Guarantor;
Restriction on Fundamental Changes; Permitted Acquisitions. (a) The Borrower shall not, and shall not permit any of its Subsidiaries to, (a) except in connection with the Merger, the Global Manufacturing Restructuring or 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 (other than a Permitted Joint Venture), general partnership or limited liability 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) (Investments).
(b) Notwithstanding anything to the contrary in the foregoing clause (a), the Borrower shall not be permitted to consummate the Global Manufacturing Restructuring, unless
(i) the requirements set forth in Section 7.11 (Additional Collateral and Guaranties) shall have been satisfied to the satisfaction of the Administrative Agent in its sole discretion exercised reasonably; and
(ii) both before and immediately after giving effect to each transaction contemplated by the Global Manufacturing Restructuring as set forth on Schedule IV (Global Manufacturing Restructuring), (x) no Default or Event of Default shall have occurred or be continuing or could reasonably be expected to result therefrom and (y) the representations and warranties set forth in Article IV (Representations and Warranties) shall be true and correct in all material respects on and each applicable date of determination with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case, such representations and warranties shall have been true and correct on and as of such date; and
(iii) such Global Manufacturing Restructuring is completed on or before June 30, 2004.
Restriction on Fundamental Changes; Permitted Acquisitions. (a) Except in connection with a Permitted Acquisition, neither Holdings nor the Borrower shall, nor shall they permit any of their respective Domestic Subsidiaries to, (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, (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, (v) enter into any joint venture or partnership with any Person or (vi) acquire or create any Subsidiary unless, in case of subclause (vi), after giving effect to such acquisition or creation, such Subsidiary is a Wholly-Owned Domestic 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 (Investments).
(b) Except in connection with a Permitted Acquisition, neither Holdings nor the Borrower shall, nor shall they permit any of their respective Foreign Subsidiaries to, (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, (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, (v) enter into any joint venture or partnership with any Person or (vi) acquire or create any Subsidiary unless, in case of subclause (vi), 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 (Investments); provided, however, with the prior written consent of the Administrative Agent (not to be unreasonably withheld) any such Foreign Subsidiary may merge or consolidate with, acquire all or substantially all of the Stock or Stock Equivalents or assets of, another Foreign Subsidiary of Borrower
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 Section 7.11 (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 Credit Agreement is hereby amended and restated in its entirety to read as follows:
Restriction on Fundamental Changes; Permitted Acquisitions of the Loan Agreement to the extent necessary in order to permit the Borrower and Operating Co. to consummate the Transactions and (ii) amend the definition of Operating Co. Credit Facility, in each case, as provided herein; and
Restriction on Fundamental Changes; Permitted Acquisitions. Each Borrower will not (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; provided, however, that Metropolitan may acquire certain equity interests in the Metropolitan Medical Office Building Partnership in connection with the incurrence of Indebtedness pursuant to Section 8.1(i);