Restriction on Fundamental Changes. (a) Neither the Borrower nor EOPT shall enter into any merger or consolidation without obtaining the prior written consent thereto in writing of the Majority Banks, which consent shall not be unreasonably withheld, conditioned or delayed, unless (i) the Borrower or EOPT is the surviving entity, (ii) the entity which is merged into Borrower or EOPT is predominantly 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 Borrower's or EOPT's creditworthiness two months immediately preceding such merger, and (iv) the then fair market value of the assets of the entity which is merged into the Borrower or EOPT is less than twenty-five percent (25%) of the Borrower's or EOPT's then Total Asset Value following such merger. Neither the Borrower nor EOPT shall 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 substantially all of its business or property, whether now or hereafter acquired. 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. (b) The Borrower shall not amend its agreement of limited partnership or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Banks' consent, which shall not be unreasonably withheld, conditioned or delayed. Without limitation of the foregoing, no Person shall be admitted as a general partner of the Borrower other than EOPT. EOPT shall not amend its declaration of trust, by-laws, or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Banks' consent, which shall not be unreasonably withheld, conditioned or delayed. The Borrower shall not make any "in-kind" transfer of any of its property or assets to any of its constituent partners if such transfer would result in an Event of Default under Section 6.1(b) by reason of a breach of the provisions of Section 5.8. (c) Subject to the provisions of clause (b) above, the Borrower shall deliver to Administrative Agent copies of all amendments to its agreement of limited partnership or to EOPT's declaration of trust, by-laws, or other organizational documents no less than ten (10) days after the effective date of any such amendment.
Appears in 1 contract
Samples: Revolving Credit Agreement (Equity Office Properties Trust)
Restriction on Fundamental Changes. (a) Neither the The Borrower nor EOPT shall not, and shall not permit any Collateral SPV or Collateral LLC to, enter into any merger or consolidation without obtaining the prior written consent thereto in writing of the Majority Required Banks, which consent shall not be unreasonably withheld, conditioned or delayed, unless unless
(i) in the case of any such merger or consolidation involving (u) the Borrower, the Borrower or EOPT is the surviving entity, (iiv) iStar Xxxx Holdings LLC, iStar Xxxx Holdings LLC is the surviving entity which is merged (provided that iStar Xxxx LLC and any other Collateral SPV owned by iStar Xxxx Holdings LLC, shall not be permitted to merge or consolidate with or into Borrower or EOPT is predominantly in the commercial real estate businessiStar Xxxx Holdings LLC), (iiiw) the creditworthiness of a Collateral SPV (other than iStar Xxxx Holdings LLC), a Collateral SPV is the surviving entity's long term unsecured debt or implied senior debt, as applicable(x) a Collateral LLC, a Collateral LLC is not lower than Borrower's or EOPT's creditworthiness two months immediately preceding such mergerthe surviving entity, (y) a Grantor, a Grantor is the surviving entity and (z) a Guarantor, a Guarantor is the surviving entity, and (ivii) in each case, the then fair market value same will not result in the occurrence of the assets a Material Default or an Event of the entity which is merged into the Default. The Borrower shall not, and shall not permit any Collateral SPV or EOPT is less than twenty-five percent (25%) of the Borrower's or EOPT's then Total Asset Value following such merger. Neither the Borrower nor EOPT shall Collateral LLC to, 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 substantially all of its business or property, whether now or hereafter acquired. Nothing in this Section shall be deemed , other than to prohibit the sale or leasing of portions of the Real Property Assets any Collateral SPV (or, in the ordinary course case of businessany Collateral LLC, to any other Collateral LLC or in connection with any sale of all or substantially all of its assets or any payment or prepayment in full or other monetization in full of its assets).
(b) The Borrower shall not, and shall not permit any other Loan Party or any Pledged Collateral LLC to, amend its agreement articles of limited partnership or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Banks' consentincorporation, which shall not be unreasonably withheld, conditioned or delayed. Without limitation of the foregoing, no Person shall be admitted as a general partner of the Borrower other than EOPT. EOPT shall not amend its declaration of trust, by-lawsbylaws, or other organizational documents in any manner that would have a Material Adverse Effect be materially adverse to the Banks without the Majority Required Banks' ’ consent, which shall not be unreasonably withheld, conditioned or delayed. The Borrower shall not make any "in-kind" transfer of any of its property or assets to any of its constituent partners if such transfer would result in an Event of Default under Section 6.1(b) by reason of a breach of the provisions of Section 5.8.
(c) Subject to the provisions of clause (b) above, the Borrower shall deliver to Administrative Agent copies of all amendments to its agreement of limited partnership or to EOPT's declaration of trust, by-laws, or other organizational documents no less than ten (10) days after the effective date of any such amendment.
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Restriction on Fundamental Changes. (a) Neither the The Borrower nor EOPT shall not, and shall not permit any of its Subsidiaries to, enter into any merger or consolidation without obtaining the prior written consent thereto in writing of the Majority Banksconsolidation, which consent shall not be unreasonably withheld, conditioned or delayed, unless (i) the Borrower or EOPT is the surviving entity, (ii) the entity which is merged into Borrower or EOPT is predominantly 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 Borrower's or EOPT's creditworthiness two months immediately preceding such merger, and (iv) the then fair market value of the assets of the entity which is merged into the Borrower or EOPT is less than twenty-five percent (25%) of the Borrower's or EOPT's then Total Asset Value following such merger. Neither the Borrower nor EOPT shall 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 substantially all any substantial part of its the business or propertyproperty of the Borrower, or, in the case of a Subsidiary of the Borrower, the business or property of the Borrower and its Subsidiaries taken as a whole, whether now or hereafter acquired. Nothing in this Section ; PROVIDED that any disposition of less than 15% of Consolidated Net Tangible Assets shall not be deemed to prohibit the sale be a substantial part and PROVIDED FURTHER that any such merger or leasing of portions of the Real Property Assets in the ordinary course of business.
(b) The Borrower shall not amend its agreement of limited partnership or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Banks' consent, which shall not be unreasonably withheld, conditioned or delayed. Without limitation of the foregoing, no Person consolidation shall be admitted as a general partner of the Borrower other than EOPT. EOPT shall not amend its declaration of trust, by-laws, or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Banks' consent, which shall not be unreasonably withheld, conditioned or delayed. The Borrower shall not make any "in-kind" transfer of any of its property or assets to any of its constituent partners permitted if such transfer would result in an Event of Default under Section 6.1(b(i) by reason of a breach of the provisions of Section 5.8.
(c) Subject to the provisions of clause (b) above, the Borrower shall deliver be the continuing corporation (in the case of a merger or consolidation), or the successor, if other than the Borrower, shall be a corporation organized and existing under the laws of the United States of 71 42 America or any State thereof and such corporation shall expressly assume to Administrative the satisfaction of the Agent copies the due and punctual performance and observance of all amendments of the covenants and obligations contained in this Agreement and the Notes to its agreement of limited partnership be performed by the Borrower, (ii) immediately after giving effect to such merger or to EOPT's declaration of trustconsolidation, by-lawsno Default shall have occurred and be continuing, or other organizational documents no less than ten and (10iii) days after on the effective date of any such amendmentmerger or consolidation occurring on or after the Effective Date, the covenant contained in Section 5.03, calculated on a pro forma basis with respect to the twelve month period ending on such date, after giving effect to such merger or consolidation with respect to the Borrower or other obligor for the Advances and other obligations hereunder, shall be satisfied; and PROVIDED FURTHER that any wholly-owned Subsidiary of the Borrower may merge into or convey, sell, lease or transfer all or substantially all of its assets to, the Borrower or any other wholly owned Subsidiary of the Borrower. Pro forma compliance with Section 5.03 shall be determined in a manner which includes appropriate adjustments to Consolidated Interest Expense, Consolidated EBT, Consolidated Gross Rental Expense, and Consolidated EBITDAR, including, without limitation, adjustments designed to reflect indebtedness incurred in connection with or in contemplation of such merger or consolidation and interest expense for the twelve month period ending on the date of such determination in respect thereof, and shall be demonstrated to the reasonable satisfaction of the Agent.
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Restriction on Fundamental Changes. (a) Neither the The Borrower nor EOPT shall not, and shall not permit any of its Subsidiaries to, enter into any merger or consolidation without obtaining the prior written consent thereto in writing of the Majority Banksconsolidation, which consent shall not be unreasonably withheld, conditioned or delayed, unless (i) the Borrower or EOPT is the surviving entity, (ii) the entity which is merged into Borrower or EOPT is predominantly 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 Borrower's or EOPT's creditworthiness two months immediately preceding such merger, and (iv) the then fair market value of the assets of the entity which is merged into the Borrower or EOPT is less than twenty-five percent (25%) of the Borrower's or EOPT's then Total Asset Value following such merger. Neither the Borrower nor EOPT shall 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 substantially all any substantial part of its business or property, whether now or hereafter acquired. Nothing , except (i) as otherwise permitted under Section 7.5, (ii) any wholly-owned Subsidiary of the Borrower may merge into or convey, sell, lease or transfer all or substantially all of its assets to, the Borrower or any other Domestic Subsidiary of the Borrower, PROVIDED, that in this any such merger involving the Borrower, the Borrower shall be the surviving corporation and any such Subsidiary merging into the Borrower or any such Domestic Subsidiary shall be Solvent, (iii) any Solvent Person acquired by the Borrower or a Subsidiary of the Borrower in a Permitted Acquisition permitted hereunder may merge with the Borrower or any wholly-owned Subsidiary of the Borrower, PROVIDED, that in any such merger, the Borrower or such wholly-owned Subsidiary shall be the surviving corporation, PROVIDED, FURTHER, that in each case, (A) any such wholly-owned Subsidiary of the Borrower which is the surviving corporation of any such merger or to which any business or property is so transferred shall be a party to the Guaranty and the Subsidiary Security Agreement and if required by Section 2.21, a Subsidiary Pledge Agreement, (B) the Borrower shall give the Agent at least ten (10) days prior written notice of any such sale, merger or other transfer, (C) the Agent and Lenders shall not be deemed to prohibit have released their security interest in any assets so transferred or in any Subsidiary or the sale assets of any Subsidiary so merged and (D) no Default or leasing Event of portions of the Real Property Assets in the ordinary course of businessDefault shall have occurred or be continuing or would occur after giving effect thereto or as a result thereof.
(b) The Borrower shall not and shall not permit any of its Subsidiaries to, amend its agreement certificate of limited partnership incorporation or by-laws (or other relevant organizational documents and governing documents) in any manner that would have a Material Adverse Effect without adverse to the Majority Banks' consent, which shall not be unreasonably withheld, conditioned or delayed. Without limitation interests of the foregoing, no Person shall be admitted as a general partner of Agent or the Borrower other than EOPT. EOPT shall not amend its declaration of trust, by-laws, or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Banks' consent, which shall not be unreasonably withheld, conditioned or delayed. The Borrower shall not make any "in-kind" transfer of any of its property or assets to any of its constituent partners if such transfer would result in an Event of Default under Section 6.1(b) by reason of a breach of the provisions of Section 5.8Lenders.
(c) Subject to the provisions of clause (b) above, the Borrower shall deliver to Administrative Agent copies of all amendments to its agreement of limited partnership or to EOPT's declaration of trust, by-laws, or other organizational documents no less than ten (10) days after the effective date of any such amendment.
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Restriction on Fundamental Changes. (a) Neither the Borrower nor EOPT shall enter into any merger or consolidation without obtaining the prior written consent thereto in writing of the Majority Banks, which consent shall not be unreasonably withheld, conditioned or delayed, unless (i) the Borrower or EOPT is the surviving entity, (ii) the entity which is merged into Borrower or EOPT is predominantly in the commercial real estate business, (iii) the creditworthiness of the surviving entity's ’s long term unsecured debt or implied senior debt, as applicable, is not lower than Borrower's ’s or EOPT's ’s creditworthiness two months immediately preceding such merger, and (iv) the then fair market value of the assets of the entity which is merged into the Borrower or EOPT is less than twenty-five percent (25%) of the Borrower's ’s or EOPT's ’s then Total Asset Value following such merger. Neither the Borrower nor EOPT shall 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 substantially all of its business or property, whether now or hereafter acquired. 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.
(b) The Borrower shall not amend its agreement of limited partnership or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Banks' ’ consent, which shall not be unreasonably withheld, conditioned or delayed. Without limitation of the foregoing, no Person shall be admitted as a general partner of the Borrower other than EOPT. EOPT shall not amend its declaration of trust, by-laws, or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Banks' ’ consent, which shall not be unreasonably withheld, conditioned or delayed. No Qualified Borrower shall amend its organizational documents in any manner that would have a Material Adverse Effect without the Majority Banks’ consent. The Borrower shall not make any "“in-kind" ” transfer of any of its property or assets to any of its constituent partners if such transfer would result in an Event of Default under Section 6.1(b) by reason of a breach of the provisions of Section 5.8.
(c) Subject to the provisions of clause (b) above, the Borrower shall deliver to Administrative Agent copies of all amendments to its agreement of limited partnership or to EOPT's ’s declaration of trust, by-laws, or other organizational documents no less than ten (10) days after the effective date of any such amendment.
Appears in 1 contract
Samples: Revolving Credit Agreement (Eop Operating LTD Partnership)
Restriction on Fundamental Changes. (a) Neither the Borrower nor EOPT No Borrowing Base Entity shall enter into any merger or consolidation without obtaining the prior written consent thereto in writing of the Majority BanksRequired Lenders, which consent may be withheld by the Required Lenders in their respective sole and absolute discretion. Neither NorthStar nor NorthStar OP shall not be unreasonably withheld, conditioned enter into any merger or delayed, consolidation unless (i) the Borrower NorthStar or EOPT NorthStar OP is the surviving entity, (ii) the entity which is merged into Borrower nature of NorthStar’s or EOPT is predominantly in NorthStar OP’s business following such merger or consolidation shall remain substantially similar to the commercial real estate businessnature of NorthStar’s or NorthStar OP’s business immediately prior to such merger or consolidation, (iii) the creditworthiness of NorthStar or NorthStar OP, as the surviving entity's long term unsecured debt , shall, at the time of such merger or implied senior debtconsolidation and at all times thereafter, be and remain in compliance with all of the terms and conditions of this Agreement including, without limitation, the Financial Covenants set forth in Section 5.8, (iv) at the time of such merger or consolidation, NorthStar or NorthStar OP shall deliver to the Administrative Agent a fully completed Continuing Compliance Certificate, together with a proforma (with respect to the four (4) consecutive calendar quarters immediately following such merger or consolidation) cash flow and Financial Covenant compliance projection, in form, content and detail reasonably acceptable to the Administrative Agent, (v) NorthStar or NorthStar OP, as applicablethe surviving entity, is not lower than Borrower's shall execute and deliver to the Administrative Agent at the time of such merger or EOPT's creditworthiness two months immediately preceding consolidation a ratification and reaffirmation of all its Obligations under this Agreement and the other Loan Documents, in form, content and detail acceptable to the Administrative Agent, (vi) no Default or Event of Default shall have occurred and be continuing at the time of such mergermerger or consolidation, and (ivvii) the then fair market value of the assets of the entity which is merged into the Borrower such merger or EOPT is less than twenty-five percent (25%) of the Borrower's or EOPT's then Total Asset Value following such merger. Neither the Borrower nor EOPT shall 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 substantially all of its business or property, whether now or hereafter acquired. Nothing in this Section consolidation shall be deemed accomplished in accordance with all terms, conditions and restrictions being imposed thereon by the Securities and Exchange Commission and/or any other applicable regulatory agency having jurisdiction with respect to prohibit the sale such merger or leasing of portions of the Real Property Assets in the ordinary course of businessconsolidation.
(b) The Borrower NorthStar shall not amend its certificate of incorporation, bylaws or other organizational documents so as to change the purpose or business of NorthStar in any manner which is likely to have a Material Adverse Effect without the Administrative Agent’s prior written consent.
(c) NorthStar OP shall not amend its partnership agreement of limited partnership or other organizational documents in any manner that would which is likely to have a Material Adverse Effect without the Majority Banks' Administrative Agent’s prior written consent, which .
(d) No Borrowing Base Entity shall not be unreasonably withheld, conditioned or delayed. Without limitation of the foregoing, no Person shall be admitted as a general partner of the Borrower other than EOPT. EOPT shall not amend its declaration certificate of trustincorporation, by-laws, limited liability company agreement or other organizational documents in any manner that would which is likely to have a Material Adverse Effect without the Majority Banks' Administrative Agent’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. The Borrower shall not make any "in-kind" transfer of any of its property or assets to any of its constituent partners if such transfer would result in an Event of Default under Section 6.1(b) by reason of a breach of the provisions of Section 5.8.
(ce) Subject to the provisions of clause (b) above, the Borrower The Borrowers shall deliver to the Administrative Agent copies of all amendments to its agreement any trust agreement, articles of limited partnership or to EOPT's declaration of trustincorporation, by-laws, limited liability company agreement or other organizational documents document, as applicable, of any Borrower or Borrowing Base Entity no less than ten (10) days Domestic Business Days after the effective date of any such amendment.
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Restriction on Fundamental Changes. (a) Neither the Borrower nor EOPT shall enter into any merger or consolidation without obtaining the prior written consent thereto in writing of the Majority Banks, which consent shall not be unreasonably withheld, conditioned or delayed, unless (i) the Borrower or EOPT is the surviving entity, (ii) the entity which is merged into Borrower or EOPT is predominantly 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 Borrower's or EOPT's creditworthiness two months immediately preceding such merger, and (iv) the then fair market value of the assets of the entity which is merged into the Borrower or EOPT is less than twenty-five percent (25%) of the Borrower's or EOPT's then Total Asset Value following such merger. Neither the Borrower nor EOPT shall 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 substantially all any substantial part of its business or property, whether now or hereafter acquired. Nothing Subject to Agent's consent rights pursuant to Section 5.20 hereof, nothing in this Section shall be deemed to prohibit the sale or leasing of portions of the Real Property Assets Buildings in the ordinary course of businessbusiness for occupancy by the space tenants thereunder.
(b) The Neither Borrower shall not amend its partnership agreement of limited partnership or other organizational documents in any material manner that nor permit the partnership agreements of the Lower Tier LP or the Upper Tier LP nor the organizational documents of the REIT to be amended in any material manner without the consent of the Agent and the Required Lenders, not to be unreasonably withheld or delayed. For purposes hereof, "material manner" shall mean any amendment or modification to any such partnership agreement or other organizational document which would have a Material Adverse Effect without the Majority Banks' consent, which shall not be unreasonably withheld, conditioned or delayed. Without limitation of the foregoing, no Person shall be admitted as a general partner of the Borrower other than EOPT. EOPT shall not amend its declaration of trust, by-laws, or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Banks' consent, which shall not be unreasonably withheld, conditioned or delayed. The Borrower shall not make any "in-kind" transfer of any of its property or assets to any of its constituent partners if such transfer would result in an Event of Default under Section 6.1(b) by reason of a breach of the provisions of Section 5.8Effect.
(c) Subject Except as provided below, there shall be no Transfer of any direct or indirect beneficial ownership interest in (i) either Borrower as the same exists as of the date hereof or (ii) any of the partners of the Lower Tier LP or the Upper Tier LP, as the same exists as of the date hereof, or (iii) either General Partner as the same exists as of the date hereof or (iv) the REIT as the same exists as of the date hereof, without the consent of the Super Required Lenders which may be withheld or granted in their sole and absolute discretion. Notwithstanding the foregoing, however, no consent shall be required to a Transfer or any subsequent Transfer of (x) all or any portion of the limited partnership interests in the Upper Tier LP owned, as of the date hereof, by JMB/NYC Office Building Associates, L.P. or any interest therein or (y) any shareholder interests in the REIT, subject to the provisions of clause Section 2.8(e) or (bz) above, the Borrower shall deliver interest of the Upper Tier LP in the Lower Tier LP pursuant to Administrative Agent copies Section 12.2 of all amendments the Agreement of Limited Partnership of the Lower Tier LP or a similar transfer of such interest to its agreement or at the direction of limited partnership or to EOPT's declaration of trust, by-laws, or other organizational documents no less than ten (10) days after the effective date of any such amendmentREIT.
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Restriction on Fundamental Changes. (a) Neither the Borrower nor EOPT Guarantor shall enter into any merger or consolidation without obtaining the prior written consent thereto in writing of the Majority Banks, which consent shall not be unreasonably withheld, conditioned or delayed, unless the following criteria are met: (i) the Borrower or EOPT either (x) such Guarantor is the surviving entity, or (y) the individuals constituting AMB Corporation’s board of directors or board of trustees immediately prior to such merger or consolidation represent a majority of the surviving entity’s board of directors or board of trustees after such merger or consolidation; and; (ii) the entity which is merged into Borrower or EOPT such Guarantor is predominantly in the commercial real estate business. 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.
(b) No Borrower shall enter into any merger or consolidation without obtaining the prior written consent thereto in writing of the Majority Banks, unless the following criteria are met: (i) the surviving entity is predominantly in the commercial real estate business in Japan or the same jurisdiction of operation as such Borrower; (ii) the surviving entity continues to be 50% owned, directly or indirectly, by AMB LP and AMB LP continues to control such surviving entity, (iii) the creditworthiness of if such merger or consolidation involves a Qualified Borrower, the surviving entity's long term unsecured debt or implied senior debt, entity continues to qualify as applicable, is not lower than a Qualified Borrower's or EOPT's creditworthiness two months immediately preceding such merger, and ; (iv) the then fair market value surviving entity assumes all obligations of its predecessor hereunder; (v) if such merger or consolidation affects Collateral, substantially similar substitute Collateral (in the assets of the entity which Administrative Agent’s reasonable opinion) are provided as required by Section 2.13 and (vi) a Ratification is merged into the Borrower or EOPT is less than twenty-five percent (25%) of the Borrower's or EOPT's then Total Asset Value following such mergerdelivered to Administrative Agent. Neither the Borrower nor EOPT a Qualified Borrower shall 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 substantially all of its business or property, whether now or hereafter acquired. 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.
(bc) The Borrower AMB LP shall not amend its agreement of limited partnership or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Banks' ’ consent, which consent shall not be unreasonably withheld, conditioned or delayed. Without limitation of the foregoing, no Person shall be admitted as a general partner of the Borrower AMB LP other than EOPTAMB Corporation. EOPT AMB Corporation shall not amend its declaration articles of trustincorporation, by-laws, or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Banks' ’ consent, which consent shall not be unreasonably withheld. No Borrower shall amend its articles of incorporation, conditioned formation documents or delayedother organizational documents in any manner that would have a Material Adverse Effect without the Majority Banks’ consent, which consent shall not be unreasonably withheld. The Borrower AMB LP shall not make any "“in-kind" ” transfer of any of its property or assets to any of its constituent partners if such transfer would result in an Event of Default under Section 6.1(b) by reason of a breach of the provisions of Section 5.8.
(c) Subject to the provisions of clause (b) above, the Borrower shall deliver to Administrative Agent copies of all amendments to its agreement of limited partnership or to EOPT's declaration of trust, by-laws, or other organizational documents no less than ten (10) days after the effective date of any such amendment.
Appears in 1 contract
Restriction on Fundamental Changes. (a) Neither the Borrower nor EOPT General Partner shall enter into any merger or consolidation without obtaining the prior written consent thereto in writing of the Majority Required Banks, which consent shall not be unreasonably withheld, conditioned or delayed, unless the following criteria are met: (i) the Borrower or EOPT General Partner is the surviving entity, ; (ii) the entity which is merged into Borrower or EOPT General Partner is predominantly 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 either (A) Investment Grade or (B) if not Investment Grade, not lower than Borrower's or EOPTGeneral Partner's creditworthiness two months immediately preceding 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 EOPT General Partner is less more than twenty-five percent (25%) of the Borrower's or EOPTGeneral Partner's then Total Asset Value following such merger, the consent of the Required Banks has been obtained, which consent shall not be unreasonably withheld, conditioned or delayed. Neither the Borrower nor EOPT General Partner shall 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 substantially all of its business or property, whether now or hereafter acquired. 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.
(b) The Borrower shall not amend its agreement of limited partnership or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Required Banks' consent, which shall not be unreasonably withheld, conditioned or delayed. Without limitation of the foregoing, no Person shall be admitted as a general partner of the Borrower other than EOPTGeneral Partner. EOPT General Partner shall not amend its declaration articles of trustincorporation, by-laws, or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Required Banks' consent, which . No Qualified Borrower shall not be unreasonably withheld, conditioned or delayedamend its organizational documents in any manner that would have a Material Adverse Effect without the Required Banks' consent. The Borrower shall not make any "in-kind" transfer of any of its property or assets to any of its constituent partners if such transfer would result in an Event of Default under Section 6.1(b) by reason of a breach of the provisions of Section 5.8.
(c) Subject to the provisions of clause (b) above, the Borrower shall deliver to Administrative Agent copies of all amendments to its agreement of limited partnership or to EOPT's declaration of trust, by-laws, or other organizational documents no less than ten (10) days after the effective date of any such amendment.
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Restriction on Fundamental Changes. (a) Neither The Borrower will not, and will not permit any of its Subsidiaries to, engage in any business activities or operations substantially different from or unrelated to those in which it is engaged on the Borrower nor EOPT shall Effective Date, enter into any transaction of merger or consolidation without obtaining the prior written consent thereto in writing of the Majority Banksconsolidation, which consent shall not be unreasonably withheld, conditioned or delayed, unless (i) the Borrower or EOPT is the surviving entity, (ii) the entity which is merged into Borrower or EOPT is predominantly 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 Borrower's or EOPT's creditworthiness two months immediately preceding such merger, and (iv) the then fair market value of the assets of the entity which is merged into the Borrower or EOPT is less than twenty-five percent (25%) of the Borrower's or EOPT's then Total Asset Value following such merger. Neither the Borrower nor EOPT shall liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution), discontinue its business or convey, sell, lease, sell, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of its business or property, whether now owned or hereafter acquired. Nothing , or acquire by purchase or otherwise all or substantially all the business or property of, or stock or other evidence of beneficial ownership of, any Person, or acquire, purchase, redeem or retire any shares of its capital stock now or hereafter outstanding for value, except:
(a) the Borrower may sell or otherwise dispose of Mortgage Loans, Mortgage-backed Securities, Servicing Rights and Take-out Commitments in this Section shall be deemed the ordinary course of business (provided that no Default or Event of Default exists or will exist after giving effect to prohibit the such sale or leasing disposition);
(b) the Borrower may sell or otherwise dispose of portions of the Real Property Assets obsolete or worn out property in the ordinary course of business.
(b) The Borrower shall not amend its agreement of limited partnership or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Banks' consent, which shall not be unreasonably withheld, conditioned or delayed. Without limitation of the foregoing, no Person shall be admitted as a general partner of the Borrower other than EOPT. EOPT shall not amend its declaration of trust, by-laws, or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Banks' consent, which shall not be unreasonably withheld, conditioned or delayed. The Borrower shall not make any "in-kind" transfer of any of its property or assets to any of its constituent partners if such transfer would result in an Event of Default under Section 6.1(b) by reason of a breach of the provisions of Section 5.8.;
(c) Subject to the provisions Borrower may sell or otherwise dispose of clause property, other than Mortgage Loans, Mortgage-backed Securities and Servicing Rights and Take-Out Commitments, in the ordinary course of business, for not less than its fair market value; and
(bd) above, the Borrower may be consolidated with or merged with any of its Subsidiaries provided that:
(i) in any such merger or consolidation the Borrower shall deliver to Administrative Agent copies of all amendments to its agreement of limited partnership be the surviving or to EOPT's declaration of trust, by-laws, resulting corporation,
(ii) such merger or other organizational documents no less than ten consolidation shall not result in a Material Adverse Effect,
(10iii) days immediately after the effective date effectiveness of any such amendmentmerger or consolidation there shall not have occurred and be continuing a Default or an Event of Default; and
(iv) the Borrower shall reaffirm in writing all of its Obligations hereunder and under the other Loan Documents.
Appears in 1 contract
Samples: Credit Agreement (Harbourton Financial Services L P)
Restriction on Fundamental Changes. Holdings and Borrower shall not and shall not cause or permit Borrower’s Subsidiaries to directly or indirectly: (a) Neither the Borrower nor EOPT shall amend, modify or waive any term or provision of its organizational documents, including its articles of incorporation, certificates of designations pertaining to preferred stock, by-laws, partnership agreement or operating agreement unless required by law except if such amendment, modification, or waiver could not reasonably be expected to have an adverse effect on Agent or Lenders or affect in any respect any Liens in favor of Agent and Lenders; (b) enter into any transaction of merger or consolidation without obtaining the except pursuant to a Permitted Acquisition and except, upon not less than five (5) Business Days prior written consent thereto in writing notice to Agent, any Subsidiary of the Majority Banks, which consent shall not Borrower may be unreasonably withheld, conditioned merged with or delayed, unless (i) the into any wholly-owned Subsidiary of Borrower or EOPT is the surviving entity, (ii) the entity which is merged into Borrower or EOPT is predominantly in the commercial real estate business, (iii) the creditworthiness of the surviving entity's so long term unsecured debt or implied senior debt, as applicable, is not lower than Borrower's or EOPT's creditworthiness two months immediately preceding if either such Subsidiary was a Guarantor prior to such merger, and the surviving Subsidiary is a Guarantor; (ivc) the then fair market value of the assets of the entity which is merged into the Borrower or EOPT is less than twenty-five percent (25%) of the Borrower's or EOPT's then Total Asset Value following such merger. Neither the Borrower nor EOPT shall liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), discontinue its ; or (d) acquire by purchase or otherwise all or any substantial part of the business or conveyassets of any other Person except pursuant to a Permitted Acquisition. Notwithstanding the foregoing, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, Borrower may acquire all or substantially all of its business the assets or propertyStock of any Person (the “Target”) (in each case, whether now or hereafter acquired. Nothing in this Section shall be deemed a “Permitted Acquisition”) subject to prohibit the sale or leasing satisfaction of portions each of the Real Property Assets following conditions or waiver thereof by the Requisite Lenders:
(i) Agent shall receive at least 15 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 a business (a) of the type engaged in by Borrower as of the ordinary course of business.
Closing Date, (b) The substantially similar to the business engaged in by Borrower as of the Closing Date or (c) that transports on behalf of third parties data communications 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 Borrower prior to such Permitted Acquisition;
(iii) such Permitted Acquisition shall be consensual and shall have been approved by the Target’s board of directors;
(iv) no additional Indebtedness, Guaranteed Indebtedness, Contingent Obligations or other liabilities other than Purchase Money Indebtedness permitted pursuant to Section 3.1(c)(iii) shall be incurred, assumed or otherwise be reflected on a consolidated balance sheet of Borrower and Target after giving effect to such Permitted Acquisition, except (A) Loans made hereunder, and (B) ordinary course trade payables, accrued expenses and other Indebtedness of the Target to the extent permitted by Section 3.1 or 3.4;
(v) both before or after giving effect to the proposed Permitted Acquisition on a Pro Forma Basis, Borrower is in compliance with the financial covenants set forth in Sections 4.2, 4.3 and 4.4 and (1) if either before or after giving effect to the proposed Permitted Acquisition on a Pro Forma Basis, Borrower has a pro forma Leverage Ratio of more than 1.5 to 1.0, the aggregate consideration (A) in connection with any single Permitted Acquisition shall not exceed $15,000,000, (B) in connection with Permitted Acquisitions in any Fiscal Year shall not exceed $20,000,000 and (C) in connection with all Permitted Acquisitions since the Closing Date shall not exceed $40,000,000 or (2) if both before and after giving effect to the proposed Permitted Acquisition on a Pro Forma Basis, Borrower has a pro forma Leverage Ratio of not more than 1.5 to 1.0, the aggregate consideration (A) in connection with any single Permitted Acquisition shall not exceed $25,000,000, and (B) in connection with all Permitted Acquisitions since the Closing Date shall not exceed $60,000,000, in each case, excluding up to $15,000,000 per acquisition of consideration paid in the form of Holdings Common Stock and including all transaction costs and all Indebtedness, liabilities and Contingent Obligations incurred or assumed in connection therewith or otherwise reflected on a consolidated balance sheet of Borrower and Target;
(vi) the business and assets acquired in such Permitted Acquisition shall be free and clear of all Liens (other than Permitted Encumbrances);
(vii) at or prior to the closing of any Permitted Acquisition, Agent will be granted a first priority perfected Lien (subject to Permitted Encumbrances) in all assets acquired pursuant thereto or in the assets and Stock of the Target in each case to the extent set forth in Section 2.7(c), and Holdings and Borrower and the Target shall have executed such documents and taken such actions as may be required by Agent in connection therewith;
(viii) concurrently with delivery of the notice referred to in clause (i) above, Borrower shall not amend have delivered to Agent, in form and substance reasonably satisfactory to Agent:
(A) a pro forma consolidated balance sheet, income statement and cash flow statement of Holdings and its agreement of limited partnership or other organizational documents in any manner that would have a Material Adverse Effect without Subsidiaries (the Majority Banks' consent“Acquisition Pro Forma”), based on recent financial statements, which shall not be unreasonably withheldcomplete and shall fairly present in all material respects the assets, conditioned or delayed. Without limitation liabilities, financial condition and results of operations of Holdings and its Subsidiaries in accordance with GAAP consistently applied, but taking into account such Permitted Acquisition and the foregoingfunding of all Loans in connection therewith, and such Acquisition Pro Forma shall reflect that (x) average daily Borrowing Availability for the 60-day period preceding the consummation of such Permitted Acquisition would have exceeded $3,000,000 on a pro forma basis (after giving effect to such Permitted Acquisition and all Loans funded in connection therewith as if made on the first day of such period) and the Acquisition Projections (as hereinafter defined) shall reflect that such Borrowing Availability of $3,000,000 shall continue for at least 60 days after the consummation of such Permitted Acquisition and (y) on a pro forma basis, no Person shall be admitted as a general partner of the Borrower other than EOPT. EOPT shall not amend its declaration of trust, by-laws, or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Banks' consent, which shall not be unreasonably withheld, conditioned or delayed. The Borrower shall not make any "in-kind" transfer of any of its property or assets to any of its constituent partners if such transfer would result in an Event of Default under has occurred and is continuing or would result after giving effect to such Permitted Acquisition and Holdings and its Subsidiaries would have been in compliance with the financial covenants set forth in Section 6.1(b4 for the four quarter period reflected in the Compliance, Pricing, and Excess Cash Certificate most recently delivered to Agent pursuant to Section 4.5(m) by reason prior to the consummation of such Permitted Acquisition (after giving effect to such Permitted Acquisition and all Loans funded in connection therewith as if made on the first day of such period);
(B) solely in respect of any Permitted Acquisition where the total aggregate consideration exceeds $10,000,000, projections covering the 1 year period commencing on the date of such Permitted Acquisition setting forth in form and substance reasonably satisfactory to the Agent the anticipated results of operations of the Target and Holdings and its Subsidiaries (the “Acquisition Projections”) based upon historical financial data for the Target of a breach recent date reasonably satisfactory to Agent; which Acquisition Projections shall evidence that on a pro forma basis, after giving effect to any add-backs approved by Agent, (i) EBITDA for the four quarter period immediately following such Permitted Acquisition will be at least $1 greater than if such acquisition had not occurred and (ii) Holdings and its Subsidiaries shall continue to be in compliance with the financial covenants set forth in Section 4 for the 1 year period thereafter;
(C) a certificate of the provisions chief financial officer (or another officer acceptable to Agent) of Section 5.8.Borrower to the effect that: (v) Holdings and its Subsidiaries when taken as a whole will be Solvent upon the consummation of the Permitted Acquisition; (w) the Acquisition Pro Forma fairly presents in all material respects the financial condition of Holdings and its Subsidiaries (on a consolidated basis) as of the date thereof after giving effect to the Permitted Acquisition; (y) the Acquisition Projections are a reasonable estimate of the future financial performance of Holdings and its Subsidiaries subsequent to the date thereof based upon the historical performance of Holdings and its Subsidiaries and Target and (z) Holdings and its Subsidiaries have completed their due diligence investigation with respect to the Target and such Permitted Acquisition, which investigation was conducted in a manner similar to that which would have been conducted by a prudent purchaser of a comparable business and the results of which investigation were delivered to Agent;
(cix) Subject at least five (5) Business Days prior to the provisions date of clause (b) abovesuch Permitted Acquisition, Agent shall have received, in form and substance reasonably satisfactory to Agent, copies of the Borrower shall deliver to Administrative Agent acquisition agreement and related agreements and instruments, and all opinions, certificates, lien search results, copies of all amendments environmental reports and memoranda related thereto to its agreement the extent prepared in connection with such Permitted Acquisition, and other documents reasonably requested by Agent, including those specified in Section 2.7; and
(x) at the time of limited partnership such Permitted Acquisition and after giving effect thereto, no Default or to EOPT's declaration Event of trust, by-laws, or other organizational documents no less than ten (10) days after the effective date of any such amendmentDefault has occurred and is continuing.
Appears in 1 contract
Samples: Credit Agreement (TNS Inc)
Restriction on Fundamental Changes. (a) Neither the The Borrower nor EOPT shall not, and shall not permit any of its Subsidiaries to, enter into any merger or consolidation without obtaining the prior written consent thereto in writing of the Majority Banksconsolidation, which consent shall not be unreasonably withheld, conditioned or delayed, unless (i) the Borrower or EOPT is the surviving entity, (ii) the entity which is merged into Borrower or EOPT is predominantly 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 Borrower's or EOPT's creditworthiness two months immediately preceding such merger, and (iv) the then fair market value of the assets of the entity which is merged into the Borrower or EOPT is less than twenty-five percent (25%) of the Borrower's or EOPT's then Total Asset Value following such merger. Neither the Borrower nor EOPT shall liquidate, wind-up or dissolve (or suffer any 77 liquidation or dissolution), discontinue its business or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or substantially all any substantial part of its business or property, whether now or hereafter acquired. Nothing , except (i) as otherwise permitted under Section 7.5, (ii) any wholly-owned Subsidiary of the Borrower may merge into or convey, sell, lease or transfer all or substantially all of its assets to, the Borrower or any other Domestic Subsidiary of the Borrower, provided, that in this any such merger involving the Borrower, the Borrower shall be the surviving corporation and any such Subsidiary merging into the Borrower or any such Domestic Subsidiary shall be Solvent, (iii) any Solvent Person acquired by the Borrower or a Subsidiary of the Borrower in a Permitted Acquisition permitted hereunder may merge with the Borrower or any wholly-owned Subsidiary of the Borrower, provided, that in any such merger, the Borrower or such wholly-owned Subsidiary shall be the surviving corporation, provided, that in each case, (A) any such wholly-owned Subsidiary of the Borrower which is the surviving corporation of any such merger or to which any business or property is so transferred shall be a party to the Guaranty and the Subsidiary Security Agreement and if required by Section 2.20, a Subsidiary Pledge Agreement, (B) the Borrower shall give the Agent at least ten (10) days prior written notice of any such sale, merger or other transfer, (C) the Agent and Lenders shall not be deemed to prohibit have released their security interest in any assets so transferred or in any Subsidiary or the sale assets of any Subsidiary so merged and (D) no Default or leasing Event of portions of the Real Property Assets in the ordinary course of businessDefault shall have occurred or be continuing or would occur after giving effect thereto or as a result thereof.
(b) The Borrower shall not and shall not permit any of its Subsidiaries to, amend its agreement certificate of limited partnership incorporation or by-laws (or other organizational documents relevant formation document) in any manner that would have a Material Adverse Effect without adverse to the Majority Banks' consent, which shall not be unreasonably withheld, conditioned or delayed. Without limitation interests of the foregoing, no Person shall be admitted as a general partner of Agent or the Borrower other than EOPT. EOPT shall not amend its declaration of trust, by-laws, or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Banks' consent, which shall not be unreasonably withheld, conditioned or delayed. The Borrower shall not make any "in-kind" transfer of any of its property or assets to any of its constituent partners if such transfer would result in an Event of Default under Section 6.1(b) by reason of a breach of the provisions of Section 5.8Lenders.
(c) Subject to the provisions of clause (b) above, the Borrower shall deliver to Administrative Agent copies of all amendments to its agreement of limited partnership or to EOPT's declaration of trust, by-laws, or other organizational documents no less than ten (10) days after the effective date of any such amendment.
Appears in 1 contract
Restriction on Fundamental Changes. (a) Neither the Borrower nor EOPT Guarantor shall enter into any merger or consolidation without obtaining the prior written consent thereto in writing of the Majority Required Banks, which consent shall not be unreasonably withheld, conditioned or delayed, unless the following criteria are met: (i) the Borrower or EOPT such Guarantor is the surviving entity, ; (ii) the entity which is merged into Borrower or EOPT such Guarantor is predominantly 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 either (A) Investment Grade or (B) if not Investment Grade, not lower than Borrower's or EOPT's Guarantors' creditworthiness two months immediately preceding 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 EOPT such Guarantor is less more than twenty-five percent (25%) of the Borrower's or EOPT's such Guarantors' then Total Asset Value following such merger, the consent of the Required Banks has been obtained, which consent shall not be unreasonably withheld, conditioned or delayed. Neither the Borrower nor EOPT Guarantor shall 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 substantially all of its business or property, whether now or hereafter acquired. 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.
(b) The No Borrower shall enter into any merger or consolidation without obtaining the prior written consent thereto in writing of the Required Banks, unless the following criteria are met: (i) the surviving entity is predominantly in the commercial real estate business in Japan; (ii) the surviving entity continues to be 50% owned, directly or indirectly, by AMB LP and AMB LP continues to control such surviving entity, (iii) if such merger or consolidation involves a Qualified Borrower, the surviving entity continues to qualify as a Qualified Borrower; (iv) the surviving entity assumes all obligations of its predecessor hereunder; (v) if such merger or consolidation affects Collateral, substantially similar substitute Collateral (in Agent's reasonable opinion) are provided as required by Section 2.13 and (vi) a Ratification is delivered to Administrative Agent. Neither Borrower nor a Qualified Borrower shall 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 substantially all of its business or property, whether now or hereafter acquired. 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.
(c) AMB LP shall not amend its agreement of limited partnership or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Required Banks' consent, which shall not be unreasonably withheld, conditioned or delayed. Without limitation of the foregoing, no Person shall be admitted as a general partner of the Borrower AMB LP other than EOPTAMB Corporation. EOPT AMB Corporation shall not amend its declaration articles of trustincorporation, by-laws, or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Required Banks' consent. No Borrower shall amend its articles of incorporation, which shall not be unreasonably withheld, conditioned formation documents or delayedother organizational documents in any manner that would have a Material Adverse Effect without the Required Banks' consent. The Borrower AMB LP shall not make any "in-kind" transfer of any of its property or assets to any of its constituent partners if such transfer would result in an Event of Default under Section 6.1(b6.3(b) by reason of a breach of the provisions of Section 5.8.
(c) Subject to the provisions of clause (b) above, the Borrower shall deliver to Administrative Agent copies of all amendments to its agreement of limited partnership or to EOPT's declaration of trust, by-laws, or other organizational documents no less than ten (10) days after the effective date of any such amendment.
Appears in 1 contract
Restriction on Fundamental Changes. (a) Neither the The Borrower nor EOPT shall not, and shall not permit any of its Subsidiaries to, enter into any merger or consolidation without obtaining the prior written consent thereto in writing of the Majority Banksconsolidation, which consent shall not be unreasonably withheld, conditioned or delayed, unless (i) the Borrower or EOPT is the surviving entity, (ii) the entity which is merged into Borrower or EOPT is predominantly 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 Borrower's or EOPT's creditworthiness two months immediately preceding such merger, and (iv) the then fair market value of the assets of the entity which is merged into the Borrower or EOPT is less than twenty-five percent (25%) of the Borrower's or EOPT's then Total Asset Value following such merger. Neither the Borrower nor EOPT shall 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 substantially all any substantial part of its business or property, whether now or hereafter acquired. Nothing , except (i) as otherwise permitted under Section 7.5, (ii) any wholly-owned Subsidiary of the Borrower may merge into or convey, sell, lease or transfer all or substantially all of its assets to, the Borrower or any other Domestic Subsidiary of the Borrower, provided, that in this any such merger involving the Borrower, the Borrower shall be the surviving corporation and any such Subsidiary merging into the Borrower or any such Domestic Subsidiary shall be Solvent, (iii) any Solvent Person acquired by the Borrower or a Subsidiary of the Borrower in a Permitted Acquisition permitted hereunder may merge with the Borrower or any wholly-owned Subsidiary of the Borrower, provided, that in any such merger, the Borrower or such wholly-owned Subsidiary shall be the surviving corporation, provided, that in each case, (A) any such wholly-owned Subsidiary of the Borrower which is the surviving corporation of any such merger or to which any business or property is so transferred shall be a party to the Guaranty and the Subsidiary Security Agreement and if required by Section 2.21, a Subsidiary Pledge Agreement, (B) the Borrower shall give the Agent at least ten (10) days prior written notice of any such sale, merger or other transfer, (C) the Agent and Lenders shall not be deemed to prohibit have released their security interest in any assets so transferred or in any Subsidiary or the sale assets of any Subsidiary so merged and (D) no Default or leasing Event of portions of the Real Property Assets in the ordinary course of businessDefault shall have occurred or be continuing or would occur after giving effect thereto or as a result thereof.
(b) The Borrower shall not and shall not permit any of its Subsidiaries to, amend its agreement certificate of limited partnership incorporation or by-laws (or other organizational documents relevant formation document) in any manner that would have a Material Adverse Effect without adverse to the Majority Banks' consent, which shall not be unreasonably withheld, conditioned or delayed. Without limitation interests of the foregoing, no Person shall be admitted as a general partner of Agent or the Borrower other than EOPT. EOPT shall not amend its declaration of trust, by-laws, or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Banks' consent, which shall not be unreasonably withheld, conditioned or delayed. The Borrower shall not make any "in-kind" transfer of any of its property or assets to any of its constituent partners if such transfer would result in an Event of Default under Section 6.1(b) by reason of a breach of the provisions of Section 5.8Lenders.
(c) Subject to the provisions of clause (b) above, the Borrower shall deliver to Administrative Agent copies of all amendments to its agreement of limited partnership or to EOPT's declaration of trust, by-laws, or other organizational documents no less than ten (10) days after the effective date of any such amendment.
Appears in 1 contract
Restriction on Fundamental Changes. (a) Neither the Borrower nor EOPT EQR shall enter into any merger or consolidation without obtaining the prior written consent thereto in writing of the Majority Banks, which consent shall not be unreasonably withheld, conditioned or delayedconsolidation, unless (i) the Borrower or EOPT EQR is the surviving entity, (ii) the entity which is merged into Borrower or EOPT EQR is predominantly 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 Borrower's or EOPTEQR's creditworthiness two months immediately preceding 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 EOPT EQR is less than twenty-five percent (25%) or more of the Borrower's or EOPTEQR's then Total Gross Asset Value following such merger, the Administrative Agent's consent thereto in writing, which consent shall not be unreasonably withheld, conditioned or delayed. Neither the Borrower nor EOPT EQR shall 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 substantially all of its business or property, whether now or hereafter acquired. 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.
(b) The Borrower shall not amend its agreement of limited partnership or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Banks' Administrative Agent's consent, which shall not be unreasonably withheld, conditioned or delayed. Without limitation of the foregoing, no Person shall be admitted as a general partner of the Borrower other than EOPT. EOPT EQR shall not amend its declaration of trust, by-laws, or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Banks' Administrative Agent's consent, which shall not be unreasonably withheld, conditioned or delayed. The Borrower shall not make any "in-kind" transfer of any of its property or assets to any of its constituent partners if such transfer would result in an Event of Default under Section 6.1(b) by reason of a breach of the provisions of Section 5.8.
(c) Subject to the provisions of clause (b) above, the The Borrower shall deliver to Administrative Agent copies of all amendments to its agreement of limited partnership or to EOPTEQR's declaration of trust, by-laws, or other organizational documents no less than ten (10) days after the effective date of any such amendment.
Appears in 1 contract
Samples: Revolving Credit Agreement (Equity Residential Properties Trust)
Restriction on Fundamental Changes. (a) Neither the Borrower nor EOPT ABR shall enter into any merger or consolidation without obtaining the prior written consent thereto in writing of the Majority Banks, which consent shall not be unreasonably withheld, conditioned or delayed, Required Lenders unless the following criteria are met: (i) the Borrower or EOPT ABR is the surviving entity, (ii) the entity which is merged into Borrower or EOPT ABR is predominantly in the commercial real estate lending business, (iii) the creditworthiness of the surviving entity's long term unsecured debt or implied senior debt, as applicable, is not lower than Borrower's or EOPTABR's creditworthiness creditworthiness, as applicable, two months immediately preceding such merger, and (iv) the then fair market value no Event of Default shall be outstanding as of the assets effective date of the entity which is merged into the Borrower any such merger or EOPT is less than twenty-five percent (25%) of the Borrower's or EOPT's then Total Asset Value following such mergerconsolidation. Neither the Borrower nor EOPT ABR shall 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 substantially all of its business or property, whether now or hereafter acquired. 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.
(b) The Borrower shall not amend its agreement of limited partnership or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Banks' Administrative Agent's consent, which shall not be unreasonably withheld, conditioned or delayed. Without limitation of the foregoing, no Person shall be admitted as a general partner of the Borrower other than EOPT. EOPT ABR shall not amend its declaration of trust, by-laws, or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Banks' Administrative Agent's consent, which shall not be unreasonably withheld, conditioned or delayed. The Borrower shall not make any "in-kind" transfer of any of its property or assets to any of its constituent partners if such transfer would result in an Event of Default under Section 6.1(b) by reason of a breach of the provisions of Section 5.8.
(c) Subject to the provisions of clause (b) above, the The Borrower shall deliver to Administrative Agent copies of all amendments to its agreement of limited partnership or to EOPTABR's declaration of trust, by-laws, or other organizational documents no less than ten (10) days after the effective date of any such amendment.
(d) The Borrower shall not make any change in the Management Agreement without the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld.
Appears in 1 contract
Samples: Revolving Credit Agreement (Arbor Realty Trust Inc)
Restriction on Fundamental Changes. (a) Neither the Borrower nor EOPT EQR shall enter into any merger or consolidation without obtaining the prior written consent thereto in writing of the Majority Banks, which consent shall not be unreasonably withheld, conditioned or delayedconsolidation, unless (i) the Borrower or EOPT EQR is the surviving entity, (ii) the entity which is merged into Borrower or EOPT EQR is predominantly 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 Borrower's or EOPTEQR's creditworthiness two months immediately preceding such merger, and (iv) no Event of Default shall be outstanding as of the effective date of any such merger or consolidation, and (v) 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 EOPT EQR is less than twenty-five percent (25%) or more of the Borrower's or EOPTEQR's then Total Gross Asset Value following such merger, the Administrative Agent's consent thereto in writing, which consent shall not be unreasonably withheld, conditioned or delayed. Neither the Borrower nor EOPT EQR shall 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 substantially all of its business or property, whether now or hereafter acquired. 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.
(b) The Borrower shall not amend its agreement of limited partnership or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Banks' Administrative Agent's consent, which shall not be unreasonably withheld, conditioned or delayed. Without limitation of the foregoing, no Person shall be admitted as a general partner of the Borrower other than EOPT. EOPT EQR shall not amend its declaration of trust, by-laws, or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Banks' Administrative Agent's consent, which shall not be unreasonably withheld, conditioned or delayed. The Borrower shall not make any "in-kind" transfer of any of its property or assets to any of its constituent partners if such transfer would result in an Event of Default under Section 6.1(b) by reason of a breach of the provisions of Section 5.8.
(c) Subject to the provisions of clause (b) above, the The Borrower shall deliver to Administrative Agent copies of all amendments to its agreement of limited partnership or to EOPTEQR's declaration of trust, by-laws, or other organizational documents no less than ten (10) days after the effective date of any such amendment.
Appears in 1 contract
Samples: Revolving Credit Agreement (Equity Residential Properties Trust)
Restriction on Fundamental Changes. (aA) Neither No Loan Party will nor will any Loan Party permit any of its Subsidiaries directly or indirectly to amend, modify or waive any term or provision of its articles of incorporation or by-laws, or any term or provision of any certificates of designations pertaining to preferred stock, in each case in any manner adverse to Agent or Lenders unless required by law; provided that notwithstanding the foregoing the parties acknowledge that prior to the Effective Date (i) Borrower changed its name to "B&G Foods, Inc."; (ii) the Subsidiary formerly known as B&G Foods, Inc. changed its name to "Roseland Distribution Company"; and (iii) Holdings changed its name to "B&G Foods Holdings Corp.", and the Lenders hereby consent to such name changes.
(B) No Loan Party will nor EOPT shall will any Loan Party permit any of its Subsidiaries directly or indirectly to: (i) enter into any transaction of merger or consolidation without obtaining the prior written consent thereto in writing of the Majority Banks, which consent shall not be unreasonably withheld, conditioned or delayed, unless (i) the Borrower or EOPT is the surviving entityconsolidation, (ii) the entity which is merged into Borrower or EOPT is predominantly 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 Borrower's or EOPT's creditworthiness two months immediately preceding such merger, and (iv) the then fair market value of the assets of the entity which is merged into the Borrower or EOPT is less than twenty-five percent (25%) of the Borrower's or EOPT's then Total Asset Value following such merger. Neither the Borrower nor EOPT shall liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), discontinue its ; or (iii) acquire by purchase or otherwise all or any substantial part of the business or conveyassets of any other Person, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or substantially all of its business or property, whether now or hereafter acquired. 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.
except that (bw) The Borrower shall not amend its agreement of limited partnership or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Banks' consent, which shall not be unreasonably withheld, conditioned or delayed. Without limitation of the foregoing, no Person shall be admitted as a general partner of the Borrower other than EOPT. EOPT shall not amend its declaration of trust, by-laws, or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Banks' consent, which shall not be unreasonably withheld, conditioned or delayed. The Borrower shall not make any "in-kind" transfer of and/or any of its property or assets to any of its constituent partners if such transfer would result in an Event of Default under Section 6.1(bSubsidiaries may consummate Permitted Acquisitions; (x) by reason of a breach of the provisions of Section 5.8.
(c) Subject to the provisions of clause (b) above, the Borrower shall deliver to Administrative Agent copies of all amendments to its agreement of limited partnership or to EOPT's declaration of trust, by-laws, or other organizational documents no upon not less than ten (10) days after Business Days' prior written notice to Agent and so long as no Default or Event of Default has occurred and is continuing or will result therefrom, Borrower or any Subsidiary of Borrower may acquire by purchase or otherwise all or any substantial part of the effective date business or assets of any such amendmentother Subsidiary of Borrower; (y) upon not less than ten (10) Business Days prior written notice to Agent and so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any Subsidiary of Borrower may be merged or liquidated with or into Borrower or any other Subsidiary of Borrower so long as Borrower is the survivor of any merger or liquidation to which it is a party; and (z) as provided under SUBSECTION 2.7.
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Restriction on Fundamental Changes. (a) Neither the Borrower AMB LP nor EOPT AMB shall enter into any merger or consolidation without obtaining the prior written consent thereto in writing of the Majority Required Banks, which consent shall not be unreasonably withheld, conditioned or delayed, unless the following criteria are met: (i) the Borrower AMB LP or EOPT AMB is the surviving entity, ; (ii) the entity which is merged into Borrower AMB LP or EOPT AMB is predominantly in the commercial real estate business, ; (iii) the creditworthiness of the surviving entity's ’s long term unsecured debt or implied senior debt, as applicable, is either: (A) Investment Grade or (B) if not Investment Grade, not lower than Borrower's AMB LP’s or EOPT's creditworthiness AMB’s creditworthiness, as applicable, two months immediately preceding 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 AMB LP or EOPT AMB is less more than twenty-five percent (25%) of the Borrower's AMB LP’s or EOPT's AMB’s, as applicable, then Total Asset Value following such merger, the consent of the Required Banks has been obtained, which consent shall not be unreasonably withheld, conditioned or delayed. Neither the Borrower AMB LP nor EOPT AMB shall 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 Table of Contents substantially all of its business or property, whether now or hereafter acquired. 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.
(b) The Borrower AMB LP shall not amend its agreement of limited partnership or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Required Banks' ’ consent, which shall not be unreasonably withheld, conditioned or delayed. Without limitation of the foregoing, no Person shall be admitted as a general partner of the Borrower AMB LP other than EOPTAMB. EOPT AMB shall not amend its declaration articles of trustincorporation, by-laws, or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Required Banks' ’ consent, which . No Borrower shall not be unreasonably withheld, conditioned or delayedamend its organizational documents in any manner that would have a Material Adverse Effect without the Required Banks’ consent. The Borrower AMB LP shall not make any "“in-kind" ” transfer of any of its property or assets to any of its constituent partners if such transfer would result in an Event of Default under Section 6.1(b7.1(b) by reason of a breach of the provisions of Section 5.86.8.
(c) Subject to the provisions of clause (b) above, the Borrower shall deliver to Administrative Agent copies of all amendments to its agreement of limited partnership or to EOPT's declaration of trust, by-laws, or other organizational documents no less than ten (10) days after the effective date of any such amendment.
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Restriction on Fundamental Changes. (a) Neither the Borrower nor EOPT General Partner shall enter into any merger or consolidation without obtaining the prior written consent thereto in writing of the Majority Required Banks, which consent shall not be unreasonably withheld, conditioned or delayed, unless the following criteria are met: (i) the Borrower or EOPT General Partner is the surviving entity, ; (ii) the entity which is merged into Borrower or EOPT General Partner is predominantly 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 either (A) Investment Grade or (B) if not Investment Grade, not lower than Borrower's or EOPTGeneral Partner's creditworthiness creditworthiness, as applicable, two months immediately preceding 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 EOPT General Partner is less more than twenty-five percent (25%) of the Borrower's or EOPT's General Partner's, as applicable, then Total Asset Value following such merger, the consent of the Required Banks has been obtained, which consent shall not be unreasonably withheld, conditioned or delayed. Neither the Borrower nor EOPT General Partner shall 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 substantially all of its business or property, whether now or hereafter acquired. 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.
(b) The Borrower shall not amend its agreement of limited partnership or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Required Banks' consent, which shall not be unreasonably withheld, conditioned or delayed. Without limitation of the foregoing, no Person shall be admitted as a general partner of the Borrower other than EOPTGeneral Partner. EOPT General Partner shall not amend its declaration articles of trustincorporation, by-laws, or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Required Banks' consent, which . No Qualified Borrower shall not be unreasonably withheld, conditioned or delayedamend its organizational documents in any manner that would have a Material Adverse Effect without the Required Banks' consent. The Borrower shall not make any "in-kind" transfer of any of its property or assets to any of its constituent partners if such transfer would result in an Event of Default under Section 6.1(b) by reason of a breach of the provisions of Section 5.8.
(c) Subject to the provisions of clause (b) above, the Borrower shall deliver to Administrative Agent copies of all amendments to its agreement of limited partnership or to EOPT's declaration of trust, by-laws, or other organizational documents no less than ten (10) days after the effective date of any such amendment.
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Restriction on Fundamental Changes. (a) Neither the Borrower nor EOPT shall enter into any merger or consolidation without obtaining the prior written consent thereto in writing of the Majority Banks, which consent shall not be unreasonably withheld, conditioned or delayed, unless (i) the Borrower or EOPT is the surviving entity, (ii) the entity which is merged into Borrower or EOPT is predominantly 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 Borrower's or EOPT's creditworthiness two months immediately preceding such merger, and (iv) the then fair market value of the assets of the entity which is merged into the Borrower or EOPT is less than twenty-five percent (25%) of the Borrower's or EOPT's then Total Asset Value following such merger. Neither the Borrower nor EOPT shall 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 substantially all of its business or property, whether now or hereafter acquired. 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. Notwithstanding anything in this Agreement to the contrary, the parties hereto hereby agree that the Majority Banks shall be deemed to have approved the terms of the Cornerstone Merger set forth in the Confidential Information Memorandum.
(b) The Borrower shall not amend its agreement of limited partnership or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Banks' consent, which shall not be unreasonably withheld, conditioned or delayed. Without limitation of the foregoing, no Person shall be admitted as a general partner of the Borrower other than EOPT. EOPT shall not amend its declaration of trust, by-laws, or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Banks' consent, which shall not be unreasonably withheld, conditioned or delayed. The Borrower shall not make any "in-kind" transfer of any of its property or assets to any of its constituent partners if such transfer would result in an Event of Default under Section 6.1(b) by reason of a breach of the provisions of Section 5.8.
(c) Subject to the provisions of clause (b) above, the Borrower shall deliver to Administrative Agent copies of all amendments to its agreement of limited partnership or to EOPT's declaration of trust, by-laws, or other organizational documents no less than ten (10) days after the effective date of any such amendment.
Appears in 1 contract
Samples: Revolving Credit Agreement (Eop Operating LTD Partnership)
Restriction on Fundamental Changes. (a) Neither the Borrower nor EOPT shall enter into any merger or consolidation without obtaining the prior written consent thereto in writing of the Majority Banks, which consent shall not be unreasonably withheld, conditioned or delayed, unless (i) the Borrower or EOPT is the surviving entity, (ii) the entity which is merged into Borrower or EOPT is predominantly 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 Borrower's or EOPT's creditworthiness two months immediately preceding such merger, and (iv) the then fair market value of the assets of the entity which is merged into the Borrower or EOPT is less than twenty-five percent (25%) of the Borrower's or EOPT's then Total Asset Value following such merger. Neither the Borrower nor EOPT shall 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 substantially all of its business or property, whether now or hereafter acquired. 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.
(b) The Borrower shall not amend its agreement of limited partnership or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Banks' consent, which shall not be unreasonably withheld, conditioned or delayed. Without limitation of the foregoing, no Person shall be admitted as a general partner of the Borrower other than EOPTEOPT and Zell/Xxxrxxx Xxxcx Xxxl Estate Opportunity Partners Limited Partnership II. EOPT shall not amend its declaration of trust, by-laws, or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Banks' consent, which shall not be unreasonably withheld, conditioned or delayed. The Borrower shall not make any "in-kind" transfer of any of its property or assets to any of its constituent partners if such transfer would result in an Event of Default under Section 6.1(b) by reason of a breach of the provisions of Section 5.8.partners. 63
(c) Subject to the provisions of clause (b) above, the Borrower shall deliver to Administrative Agent copies of all amendments to its agreement of limited partnership or to EOPT's declaration of trust, by-laws, or other organizational documents no less than ten (10) days after the effective date of any such amendment.
Appears in 1 contract
Samples: Revolving Credit Agreement (Eop Operating LTD Partnership)
Restriction on Fundamental Changes. (a) Neither Without the prior written consent of Lender, which consent may be withheld in the sole and absolute discretion of Lender, (i) Borrower nor EOPT and the other Loan Parties shall not enter into any merger or consolidation following which the REIT or an entity wholly owned by the REIT is no longer the sole general partner of the Borrower; or a merger or consolidation following which the Corporation or entities wholly owned by the Corporation are no longer the sole general partners of the Partnership; if such events occur without obtaining the prior written consent thereto of Lender, all Advances shall be due and payable in writing full, including all principal, interest and Fees, on the earliest to occur of the Majority Banksexpiration of each related Interest Period with respect to Eurodollar Portions or the next payment date with respect to Base Rate Portions, or the Maturity Date; and (ii) the REIT shall not sell, transfer, pledge, assign or encumber its general partnership interest in Borrower and the Corporation shall not sell, transfer, pledge, assign or encumber its general partnership interest in the Partnership, except to an entity wholly owned by the Corporation.
(b) Without the prior written consent of Lender, which consent shall not may be unreasonably withheldwithheld in the sole and absolute discretion of Lender, conditioned or delayed, unless (i) the Borrower shall not sell, transfer, pledge, assign or EOPT is the surviving entityencumber its general partnership or limited partnership interest in Maryland Guarantor, (ii) the entity which is merged into Borrower SLT Realty Company L.L.C. shall not sell, transfer, pledge, assign or EOPT is predominantly encumber its limited partnership or other ownership interest in the commercial real estate businessGuarantor, (iii) the creditworthiness of Corporation shall not sell, transfer, pledge, assign or encumber its general partnership or limited partnership interest in the surviving entity's long term unsecured debt or implied senior debtMaryland Partnership, as applicable, is not lower than Borrower's or EOPT's creditworthiness two months immediately preceding such merger, and (iv) the then fair market value Partnership shall not sell, transfer, assign or encumber its limited partnership interest in the Maryland Property, (v) the Partnership shall not sell, transfer, pledge, assign or encumber any of its shares of stock in Midland Holding, (vi) Midland Holding shall not sell, transfer, pledge assign or encumber any of its shares of stock in Illinois Guarantor or Midland Hotel, and (vii) none of the assets of the entity Loan Parties shall enter into or permit any merger or consolidation following which is merged into the Borrower or EOPT is less than twenty-five percent (25%A) of the Borrower's or EOPT's then Total Asset Value following such merger. Neither the Borrower nor EOPT shall 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 substantially all of its business or property, whether now or hereafter acquired. 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.
(b) The Borrower shall not amend its agreement of limited partnership or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Banks' consent, which Midland Holding shall not be unreasonably withheldwholly owned by the Partnership, conditioned or delayed. Without limitation of the foregoing, no Person shall be admitted as a general partner of the Borrower other than EOPT. EOPT shall not amend its declaration of trust, by-laws, or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Banks' consent, which (B) Illinois Guarantor shall not be unreasonably withheldwholly owned by Midland Holding, conditioned or delayed. The Borrower (C) Midland Hotel shall not make any "in-kind" transfer of any of its property or assets to any of its constituent partners if such transfer would result in an Event of Default under Section 6.1(b) be wholly owned by reason of a breach of the provisions of Section 5.8Midland Holding.
(c) Subject to the provisions of clause (b) above, the Borrower shall deliver to Administrative Agent copies of all amendments to its agreement of limited partnership or to EOPT's declaration of trust, by-laws, or other organizational documents no less than ten (10) days after the effective date of any such amendment.
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Restriction on Fundamental Changes. Borrower will not and will not permit any of its Restricted Subsidiaries directly or indirectly to: (ai) Neither unless and only to the extent required by law, amend, modify or waive any term or provision of its articles of organization, partnership Credit Agreement/US Unwired Inc. agreement, operating agreement, management agreements, articles of incorporation, certificates of designations pertaining to preferred stock or by-laws, provided that in connection with the IWO Acquisition, Borrower nor EOPT shall may amend its articles of incorporation and bylaws as described in the Draft S-4; and provided, further, that Borrower may amend its articles of incorporation and bylaws to implement certain anti-takeover provisions as described in the Draft S-4; (ii) enter into any transaction of merger or consolidation without obtaining consolidation, except any Subsidiary of Borrower (other than the prior written consent thereto in writing Unrestricted Subsidiaries or any of the Majority Banks, which consent shall not their Subsidiaries) may be unreasonably withheld, conditioned merged with or delayed, unless (i) the into Borrower or EOPT any wholly-owned Subsidiary of Borrower (excluding the Unrestricted Subsidiaries or any of their Subsidiaries), provided that Borrower or such wholly-owned Subsidiary of Borrower (excluding the Unrestricted Subsidiaries or any of their Subsidiaries) is the surviving entity, (ii) and except GA PCS Acquisition Merger Subsidiary may merge with GA PCS, with GA PCS as the entity which is merged into Borrower or EOPT is predominantly in surviving entity, to consummate the commercial real estate businessGA PCS Acquisition and IWO Acquisition Merger Subsidiary may merge with IWO, with IWO as the surviving entity, to consummate the IWO Acquisition; (iii) the creditworthiness of the surviving entity's long term unsecured debt or implied senior debt, as applicable, is not lower than Borrower's or EOPT's creditworthiness two months immediately preceding such merger, and (iv) the then fair market value of the assets of the entity which is merged into the Borrower or EOPT is less than twenty-five percent (25%) of the Borrower's or EOPT's then Total Asset Value following such merger. Neither the Borrower nor EOPT shall liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), discontinue its ; or (iv) acquire by purchase or otherwise all or any substantial part of the business or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or substantially all of its business or property, whether now or hereafter acquired. 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.
(b) The Borrower shall not amend its agreement of limited partnership or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Banks' consent, which shall not be unreasonably withheld, conditioned or delayed. Without limitation of the foregoing, no Person shall be admitted as a general partner of the Borrower other than EOPT. EOPT shall not amend its declaration of trust, by-laws, or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Banks' consent, which shall not be unreasonably withheld, conditioned or delayed. The Borrower shall not make any "in-kind" transfer assets of any of its property other Person; provided, however, that Borrower or assets to any of its constituent partners if such transfer would result in an Event of Default under Section 6.1(b) by reason of a breach of LA Unwired may consummate the provisions of Section 5.8.
(c) Subject GA PCS Acquisition subject to the provisions of clause (b) above, conditions set forth in Subsection 7.4 and may consummate the Borrower shall deliver IWO Acquisition subject to Administrative Agent copies of all amendments to its agreement of limited partnership or to EOPT's declaration of trust, by-laws, or other organizational documents no less than ten (10) days after the effective date of any such amendmentconditions set forth in Subsection 7.5.
Appears in 1 contract
Samples: Credit Agreement (Us Unwired Inc)
Restriction on Fundamental Changes. (a) Neither Without the prior written consent of Lender, which consent may be withheld in the sole and absolute discretion of Lender, Borrower nor EOPT and the other Loan Parties shall not enter into any merger or consolidation following which the REIT or an entity wholly owned by the REIT is no longer the sole general partner of the Borrower; or a merger or consolidation following which the Corporation or entities wholly owned by the Corporation are no longer the sole general partners of SLC; if such events occur without obtaining the prior written consent thereto of Lender, all Advances shall be due and payable in writing full, including all principal, interest and Fees, on the earliest to occur of the Majority Banksexpiration of each related Interest Period with respect to Eurodollar Portions or the next payment date with respect to Base Rate Portions, which consent or the Maturity Date. The REIT shall not be unreasonably withheldsell, conditioned transfer, pledge, assign or delayedencumber its general partnership interest in Borrower and the Corporation shall not sell, unless transfer, pledge, assign or encumber its (i) the Borrower general partnership interest in SLC or EOPT is the surviving entity, (ii) the entity which is merged into Borrower or EOPT is predominantly its membership interest 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 Operating Entities. Borrower shall not lower than Borrower's or EOPT's creditworthiness two months immediately preceding such merger, and (iv) the then fair market value of the assets of the entity which is merged into the Borrower or EOPT is less than twenty-five percent (25%) of the Borrower's or EOPT's then Total Asset Value following such merger. Neither the Borrower nor EOPT shall liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its business or convey, lease, sell, transfer pledge, assign or otherwise dispose of, in one transaction or series of transactions, all or substantially all of encumber (i) its business or property, whether now or hereafter acquired. Nothing in this Section shall be deemed to prohibit the sale or leasing of portions of the Real Property Assets membership interest in the ordinary course of business.
Owners or (bii) The Borrower its general partnership interest in SLT Financing Partnership. SLC shall not amend sell, transfer, pledge, assign or encumber its agreement of limited partnership or other organizational documents membership interest in any manner that would have a Material Adverse Effect without the Majority Banks' consent, which Operating Entities. SLT Financing Partnership shall not be unreasonably withheldsell, conditioned transfer, pledge, assign or delayedencumber its membership interest in the Owners. Without limitation of the foregoing, no Person shall be admitted as a general partner of the Borrower other than EOPT. EOPT SLT Realty Company LLC shall not amend sell, transfer, pledge, assign or encumber its declaration of trust, by-laws, or other organizational documents general partnership interest in any manner that would have a Material Adverse Effect without the Majority Banks' consent, which shall not be unreasonably withheld, conditioned or delayed. The Borrower shall not make any "in-kind" transfer of any of its property or assets to any of its constituent partners if such transfer would result in an Event of Default under Section 6.1(b) by reason of a breach of the provisions of Section 5.8SLT Financing Partnership.
(c) Subject to the provisions of clause (b) above, the Borrower shall deliver to Administrative Agent copies of all amendments to its agreement of limited partnership or to EOPT's declaration of trust, by-laws, or other organizational documents no less than ten (10) days after the effective date of any such amendment.
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Restriction on Fundamental Changes. (a) Neither the The Borrower nor EOPT shall not, and shall not permit any of its Subsidiaries to, enter into any merger or consolidation without obtaining the prior written consent thereto in writing of the Majority Banksconsolidation, which consent shall not be unreasonably withheld, conditioned or delayed, unless (i) the Borrower or EOPT is the surviving entity, (ii) the entity which is merged into Borrower or EOPT is predominantly 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 Borrower's or EOPT's creditworthiness two months immediately preceding such merger, and (iv) the then fair market value of the assets of the entity which is merged into the Borrower or EOPT is less than twenty-five percent (25%) of the Borrower's or EOPT's then Total Asset Value following such merger. Neither the Borrower nor EOPT shall 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 substantially all any material part of its business or property, whether now or hereafter acquired. Nothing , except as otherwise permitted under the Existing Senior Notes, the Existing Convertible Notes, and the Revolving Credit Notes in the forms thereof in effect on the Closing Date; provided that the Borrower shall not, and shall not permit any of its Subsidiaries to, take any action pursuant to this Section shall be deemed to prohibit 6.1(a) without the sale or leasing prior written consent of portions of the Real Property Assets in the ordinary course of businessLender.
(b) The Borrower shall not, and shall not amend permit any of its agreement of limited partnership Subsidiaries to, (i) acquire by purchase or otherwise any property or assets of, or stock or other organizational documents evidence of beneficial ownership of, any Person, except purchases of inventory, equipment, materials and supplies in the ordinary course of Borrower's or such Subsidiary's business, (ii) create any manner that would have a Material Adverse Effect Subsidiary without the Majority Banks' consent, which written consent of Lender; provided that such consent shall not be unreasonably withheld, conditioned and provided further that such consent, or delayed. Without limitation refusal to grant such consent, as the case may be, must be communicated to Borrower within five Business Days of the foregoing, no Person shall be admitted as a general partner of the Borrower other than EOPT. EOPT shall not amend its declaration of trust, by-lawsrelevant request by Borrower, or other organizational documents in (iii) enter into any manner that would have a Material Adverse Effect without the Majority Banks' consent, which shall not be unreasonably withheld, conditioned partnership or delayed. The Borrower shall not make any "in-kind" transfer of any of its property or assets to any of its constituent partners if such transfer would result in an Event of Default under Section 6.1(b) by reason of a breach of the provisions of Section 5.8joint venture.
(c) Subject to The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, (i) make any dividend or other distribution of any kind whatsoever on the provisions Common Stock of clause (b) above, the Borrower shall deliver to Administrative Agent copies of all amendments to its agreement of limited partnership or to EOPT's declaration of trust, by-laws(including without limitation any distribution paid exclusively in Common Stock), or other organizational documents no less than ten make any Restricted Payment (10as such term is defined in the Existing Senior Note Indenture) days after except as permitted by Section 4.13 of the effective date Existing Senior Note Indenture, (ii) issue to any holders of its Common Stock any such amendment.rights, options or warrants entitling the
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Restriction on Fundamental Changes. (a) Neither the Borrower Borrower, the General Partner nor EOPT any Consolidated Subsidiary shall directly or indirectly enter into any merger or consolidation without obtaining the prior written consent thereto in writing of the Majority Banks, Required Banks which consent shall not may be unreasonably withheld, conditioned or delayed, withheld in its respective sole and absolute discretion unless (i) (A) the entity with which or into which the Borrower or EOPT General Partner is merged is TIC or a wholly-owned (directly or indirectly) subsidiary of TIC or (B) the Borrower or the General Partner is the surviving entity, (ii) the entity which is merged into the Borrower or EOPT the General Partner is predominantly not engaged in any substantial business other than the commercial real estate businessmanagement, development, ownership or operation of multifamily residential apartment communities, and (iii) the creditworthiness of the surviving entity's long term unsecured debt or implied senior debt, as applicable, is not lower than Borrower's or EOPT's creditworthiness two months immediately preceding such merger, and (iv) the then gross fair market value of the assets of the entity which is merged into the Borrower or EOPT the General Partner is less than twenty-five not in excess of ten percent (2510%) of the Borrower's or EOPT's then Total aggregate Gross Asset Value following immediately prior to such mergermerger or consolidation. Neither the Borrower Borrower, the General Partner, nor EOPT any Consolidated Subsidiary shall directly or indirectly enter into any reorganization or recapitalization, reclassify its Capital Stock, liquidate, wind-wind up or dissolve (or suffer any liquidation or dissolution), discontinue its business or conveysell, lease, sell, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of its or their business or propertyassets, whether now owned or hereafter acquired. 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.
(b) The Borrower shall not amend its agreement of limited partnership or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Banks' consent, which shall not be unreasonably withheld, conditioned or delayedEffect. Without limitation of the foregoing, no Person shall be admitted as a general partner of the Borrower other than EOPT. EOPT General Partner shall not amend its declaration certificate of trustformation, by-lawslimited liability company agreement, or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Banks' consent, which shall not be unreasonably withheld, conditioned or delayed. The Borrower shall not make any "in-kind" transfer of any of its property or assets to any of its constituent partners if such transfer would result in an Event of Default under Section 6.1(b) by reason of a breach of the provisions of Section 5.8Effect.
(c) Subject to the provisions of clause (b) above, the The Borrower shall deliver to Administrative Agent copies of all amendments to its agreement of limited partnership or to EOPTGeneral Partner's declaration certificate of trustformation, by-laws, limited liability company agreement or other organizational documents (other than amendments solely reflecting changes in ownership interests occurring in the ordinary course of business) no less than ten (10) days Domestic Business Days after the effective date of any such amendment.
(d) The Banks hereby approve the Merger and the replacement of IAC by TICALLC as the general partner of Borrower.
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Restriction on Fundamental Changes. (a) Neither the The Borrower nor EOPT shall not, and shall not permit any Collateral SPV or Collateral LLC to, enter into any merger or consolidation without obtaining the prior written consent thereto in writing of the Majority Required Banks, which consent shall not be unreasonably withheld, conditioned or delayed, unless (i) in the case of any such merger or consolidation involving (u) the Borrower, the Borrower or EOPT is the surviving entity, (iiv) iStar Xxxx Holdings LLC, iStar Xxxx Holdings LLC is the surviving entity which is merged (provided that SFI Belmont LLC and any other Collateral SPV owned by iStar Xxxx Holdings LLC, shall not be permitted to merge or consolidate with or into Borrower or EOPT is predominantly in the commercial real estate businessiStar Xxxx Holdings LLC), (iiiw) the creditworthiness of a Collateral SPV (other than iStar Xxxx Holdings LLC), a Collateral SPV is the surviving entity's long term unsecured debt or implied senior debt, as applicable(x) a Collateral LLC, a Collateral LLC is not lower than Borrower's or EOPT's creditworthiness two months immediately preceding such mergerthe surviving entity, (y) a Grantor, a Grantor is the surviving entity and (z) a Guarantor, a Guarantor is the surviving entity, and (ivii) in each case, the then fair market value same will not result in the occurrence of the assets a Material Default or an Event of the entity which is merged into the Default. The Borrower shall not, and shall not permit any Collateral SPV or EOPT is less than twenty-five percent (25%) of the Borrower's or EOPT's then Total Asset Value following such merger. Neither the Borrower nor EOPT shall Collateral LLC to, 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 substantially all of its business or property, whether now or hereafter acquired. Nothing in this Section shall be deemed , other than to prohibit the sale or leasing of portions of the Real Property Assets any Collateral SPV (or, in the ordinary course case of businessany Collateral LLC, to any other Collateral LLC or in connection with any sale of all or substantially all of its assets or any payment or prepayment in full or other monetization in full of its assets).
(b) The Borrower shall not, and shall not permit any other Loan Party or any Pledged Collateral LLC to, amend its agreement articles of limited partnership or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Banks' consentincorporation, which shall not be unreasonably withheld, conditioned or delayed. Without limitation of the foregoing, no Person shall be admitted as a general partner of the Borrower other than EOPT. EOPT shall not amend its declaration of trust, by-lawsbylaws, or other organizational documents in any manner that would have a Material Adverse Effect be materially adverse to the Banks without the Majority Required Banks' ’ consent, which shall not be unreasonably withheld, conditioned or delayed. The Borrower shall not make any "in-kind" transfer of any of its property or assets to any of its constituent partners if such transfer would result in an Event of Default under Section 6.1(b) by reason of a breach of the provisions of Section 5.8.
(c) Subject to the provisions of clause (b) above, the Borrower shall deliver to Administrative Agent copies of all amendments to its agreement of limited partnership or to EOPT's declaration of trust, by-laws, or other organizational documents no less than ten (10) days after the effective date of any such amendment.
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Restriction on Fundamental Changes. (a) Neither the The Borrower nor EOPT shall not, and shall not permit any of its Subsidiaries to, enter into any merger or consolidation without obtaining the prior written consent thereto in writing of the Majority Banksconsolidation, which consent shall not be unreasonably withheld, conditioned or delayed, unless (i) the Borrower or EOPT is the surviving entity, (ii) the entity which is merged into Borrower or EOPT is predominantly 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 Borrower's or EOPT's creditworthiness two months immediately preceding such merger, and (iv) the then fair market value of the assets of the entity which is merged into the Borrower or EOPT is less than twenty-five percent (25%) of the Borrower's or EOPT's then Total Asset Value following such merger. Neither the Borrower nor EOPT shall 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 substantially all any substantial part of its business or property, whether now or hereafter acquired. Nothing , except (i) as otherwise permitted under Section 7.5, (ii) any wholly-owned Subsidiary of the Borrower may merge into or ----------- convey, sell, lease or transfer all or substantially all of its assets to, the Borrower or any other Domestic Subsidiary of the Borrower, provided, that in this any such merger involving the Borrower, the Borrower shall be the surviving corporation and any such Subsidiary merging into the Borrower or any such Domestic Subsidiary shall be Solvent, (iii) any Solvent Person acquired by the Borrower or a Subsidiary of the Borrower in a Permitted Acquisition permitted hereunder may merge with the Borrower or any wholly-owned Subsidiary of the Borrower, provided, that in any such merger, the Borrower or such wholly-owned Subsidiary shall be the surviving corporation, provided, further, that in each case, (A) any such wholly-owned Subsidiary of the Borrower which is the surviving corporation of any such merger or to which any business or property is so transferred shall be a party to the Guaranty and the Subsidiary Security Agreement and if required by Section 2.21, a Subsidiary Pledge Agreement, (B) ------------ the Borrower shall give the Agent at least ten (10) days prior written notice of any such sale, merger or other transfer, (C) the Agent and Lenders shall not be deemed to prohibit have released their security interest in any assets so transferred or in any Subsidiary or the sale assets of any Subsidiary so merged and (D) no Default or leasing Event of portions of the Real Property Assets in the ordinary course of businessDefault shall have occurred or be continuing or would occur after giving effect thereto or as a result thereof.
(b) The Borrower shall not and shall not permit any of its Subsidiaries to, amend its agreement certificate of limited partnership incorporation or by-laws (or other relevant organizational documents and governing documents) in any manner that would have a Material Adverse Effect without adverse to the Majority Banks' consent, which shall not be unreasonably withheld, conditioned or delayed. Without limitation interests of the foregoing, no Person shall be admitted as a general partner of Agent or the Borrower other than EOPT. EOPT shall not amend its declaration of trust, by-laws, or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Banks' consent, which shall not be unreasonably withheld, conditioned or delayed. The Borrower shall not make any "in-kind" transfer of any of its property or assets to any of its constituent partners if such transfer would result in an Event of Default under Section 6.1(b) by reason of a breach of the provisions of Section 5.8Lenders.
(c) Subject to the provisions of clause (b) above, the Borrower shall deliver to Administrative Agent copies of all amendments to its agreement of limited partnership or to EOPT's declaration of trust, by-laws, or other organizational documents no less than ten (10) days after the effective date of any such amendment.
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Restriction on Fundamental Changes. (a) Neither the The Borrower nor EOPT shall not, and shall not permit any of its Subsidiaries to, enter into any merger or consolidation without obtaining the prior written consent thereto in writing of the Majority Banksconsolidation, which consent shall not be unreasonably withheld, conditioned or delayed, unless (i) the Borrower or EOPT is the surviving entity, (ii) the entity which is merged into Borrower or EOPT is predominantly 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 Borrower's or EOPT's creditworthiness two months immediately preceding such merger, and (iv) the then fair market value of the assets of the entity which is merged into the Borrower or EOPT is less than twenty-five percent (25%) of the Borrower's or EOPT's then Total Asset Value following such merger. Neither the Borrower nor EOPT shall 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 substantially all any substantial part of its business or property, whether now or hereafter acquired. Nothing , except (i) as otherwise permitted under Section 7.5, (ii) any wholly-owned Subsidiary of the Borrower may merge into or convey, sell, lease or transfer all or substantially all of its assets to, the Borrower or any other Domestic Subsidiary of the Borrower, PROVIDED, that in this any such merger involving the Borrower, the Borrower shall be the surviving corporation and any such Subsidiary merging into the Borrower or any such Domestic Subsidiary shall be Solvent, (iii) any Solvent Person acquired by the Borrower or a Subsidiary of the Borrower in a Permitted Acquisition permitted hereunder may merge with the Borrower or any wholly-owned Subsidiary of the Borrower, PROVIDED, that in any such merger, the Borrower or such wholly-owned Subsidiary shall be the surviving corporation, PROVIDED, FURTHER, that in each case, (A) any such wholly-owned Subsidiary of the Borrower which is the surviving corporation of any such merger or to which any business or property is so transferred shall be a party to the Guaranty and the Subsidiary Security Agreement and if required by Section 2.21, a Subsidiary Pledge Agreement, (B) the Borrower shall give the Administrative CKE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT Agent at least ten (10) days prior written notice of any such sale, merger or other transfer, (C) the Administrative Agent and Lenders shall not be deemed to prohibit have released their security interest in any assets so transferred or in any Subsidiary or the sale assets of any Subsidiary so merged and (D) no Default or leasing Event of portions of the Real Property Assets in the ordinary course of businessDefault shall have occurred or be continuing or would occur after giving effect thereto or as a result thereof.
(b) The Borrower shall not and shall not permit any of its Subsidiaries to, amend its agreement certificate of limited partnership incorporation or by-laws (or other relevant organizational documents and governing documents) in any manner that would have a Material Adverse Effect without adverse to the Majority Banks' consent, which shall not be unreasonably withheld, conditioned or delayed. Without limitation interests of the foregoing, no Person shall be admitted as a general partner of the Borrower other than EOPT. EOPT shall not amend its declaration of trust, by-laws, or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Banks' consent, which shall not be unreasonably withheld, conditioned or delayed. The Borrower shall not make any "in-kind" transfer of any of its property or assets to any of its constituent partners if such transfer would result in an Event of Default under Section 6.1(b) by reason of a breach of the provisions of Section 5.8.
(c) Subject to the provisions of clause (b) above, the Borrower shall deliver to Administrative Agent copies of all amendments to its agreement of limited partnership or to EOPT's declaration of trust, by-laws, or other organizational documents no less than ten (10) days after the effective date of any such amendmentLenders.
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Restriction on Fundamental Changes. (a) Neither the The Borrower nor EOPT shall not, and shall not permit any of its Subsidiaries to, enter into any merger or consolidation without obtaining the prior written consent thereto in writing of the Majority Banksconsolidation, which consent shall not be unreasonably withheld, conditioned or delayed, unless (i) the Borrower or EOPT is the surviving entity, (ii) the entity which is merged into Borrower or EOPT is predominantly 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 Borrower's or EOPT's creditworthiness two months immediately preceding such merger, and (iv) the then fair market value of the assets of the entity which is merged into the Borrower or EOPT is less than twenty-five percent (25%) of the Borrower's or EOPT's then Total Asset Value following such merger. Neither the Borrower nor EOPT shall 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 substantially all any substantial part of its business or property, whether now or hereafter acquired. Nothing , except (i) as otherwise permitted under Section 7.5, (ii) any wholly-owned Subsidiary of the Borrower may merge into or convey, sell, lease or transfer all or substantially all of its assets to, the Borrower or any other Domestic Subsidiary of the Borrower, PROVIDED, that in this any such merger involving the Borrower, the Borrower shall be the surviving corporation and any such Subsidiary CKE SIXTH AMENDED AND RESTATED CREDIT AGREEMENT merging into the Borrower or any such Domestic Subsidiary shall be Solvent, (iii) any Solvent Person acquired by the Borrower or a Subsidiary of the Borrower in a Permitted Acquisition permitted hereunder may merge with the Borrower or any wholly-owned Subsidiary of the Borrower, PROVIDED, that in any such merger, the Borrower or such wholly-owned Subsidiary shall be the surviving corporation, PROVIDED, FURTHER, that in each case, (A) any such wholly-owned Subsidiary of the Borrower which is the surviving corporation of any such merger or to which any business or property is so transferred shall be a party to the Guaranty and the Subsidiary Security Agreement and if required by Section 2.21, a Subsidiary Pledge Agreement, (B) the Borrower shall give the Agent at least ten (10) days prior written notice of any such sale, merger or other transfer, (C) the Agent and Lenders shall not be deemed to prohibit have released their security interest in any assets so transferred or in any Subsidiary or the sale assets of any Subsidiary so merged and (D) no Default or leasing Event of portions of the Real Property Assets in the ordinary course of businessDefault shall have occurred or be continuing or would occur after giving effect thereto or as a result thereof.
(b) The Borrower shall not and shall not permit any of its Subsidiaries to, amend its agreement certificate of limited partnership incorporation or by-laws (or other relevant organizational documents and governing documents) in any manner that would have a Material Adverse Effect without adverse to the Majority Banks' consent, which shall not be unreasonably withheld, conditioned or delayed. Without limitation interests of the foregoing, no Person shall be admitted as a general partner of Agent or the Borrower other than EOPT. EOPT shall not amend its declaration of trust, by-laws, or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Banks' consent, which shall not be unreasonably withheld, conditioned or delayed. The Borrower shall not make any "in-kind" transfer of any of its property or assets to any of its constituent partners if such transfer would result in an Event of Default under Section 6.1(b) by reason of a breach of the provisions of Section 5.8Lenders.
(c) Subject to the provisions of clause (b) above, the Borrower shall deliver to Administrative Agent copies of all amendments to its agreement of limited partnership or to EOPT's declaration of trust, by-laws, or other organizational documents no less than ten (10) days after the effective date of any such amendment.
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Restriction on Fundamental Changes. (a) Neither the Borrower nor EOPT Guarantor shall enter into any merger or consolidation without obtaining the prior written consent thereto in writing of the Majority Banks, which consent shall not be unreasonably withheld, conditioned or delayed, unless the following criteria are met: (i) the Borrower or EOPT either (x) such Guarantor is the surviving entity, or (y) the individuals constituting AMB Corporation’s board of directors or board of trustees immediately prior to such merger or consolidation represent a majority of the surviving entity’s board of directors or board of trustees after such merger or consolidation; and; (ii) the entity which is merged into Borrower or EOPT such Guarantor is predominantly in the commercial real estate business. 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.
(b) No Borrower shall enter into any merger or consolidation without obtaining the prior written consent thereto in writing of the Majority Banks, unless the following criteria are met: (i) the surviving entity is predominantly in the commercial real estate business in Japan; (ii) the surviving entity continues to be 50% owned, directly or indirectly, by AMB LP and AMB LP continues to control such surviving entity, (iii) the creditworthiness of if such merger or consolidation involves a Qualified Borrower, the surviving entity's long term unsecured debt or implied senior debt, entity continues to qualify as applicable, is not lower than a Qualified Borrower's or EOPT's creditworthiness two months immediately preceding such merger, and ; (iv) the then fair market value surviving entity assumes all obligations of the assets of the entity which its predecessor hereunder; (v) if such merger or consolidation affects Collateral, substantially similar substitute Collateral (in Agent’s reasonable opinion) are provided as required by Section 2.13 and (vi) a Ratification is merged into the Borrower or EOPT is less than twenty-five percent (25%) of the Borrower's or EOPT's then Total Asset Value following such mergerdelivered to Administrative Agent. Neither the Borrower nor EOPT a Qualified Borrower shall 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 substantially all of its business or property, whether now or hereafter acquired. 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.
(bc) The Borrower AMB LP shall not amend its agreement of limited partnership or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Banks' ’ consent, which shall not be unreasonably withheld, conditioned or delayed. Without limitation of the foregoing, no Person shall be admitted as a general partner of the Borrower AMB LP other than EOPTAMB Corporation. EOPT AMB Corporation shall not amend its declaration articles of trustincorporation, by-laws, or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Banks' ’ consent. No Borrower shall amend its articles of incorporation, which shall not be unreasonably withheld, conditioned formation documents or delayedother organizational documents in any manner that would have a Material Adverse Effect without the Required Banks’ consent. The Borrower AMB LP shall not make any "“in-kind" ” transfer of any of its property or assets to any of its constituent partners if such transfer would result in an Event of Default under Section 6.1(b6.3(b) by reason of a breach of the provisions of Section 5.8.
(c) Subject to the provisions of clause (b) above, the Borrower shall deliver to Administrative Agent copies of all amendments to its agreement of limited partnership or to EOPT's declaration of trust, by-laws, or other organizational documents no less than ten (10) days after the effective date of any such amendment.
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Restriction on Fundamental Changes. (a) Neither the Borrower nor EOPT EQR shall enter into any merger or consolidation without obtaining the prior written consent thereto in writing of the Majority Banks, which consent shall not be unreasonably withheld, conditioned or delayedconsolidation, unless (i) the Borrower or EOPT EQR is the surviving entity, (ii) the entity which is merged into Borrower or EOPT EQR is predominantly 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 Borrower's or EOPTEQR's creditworthiness two months immediately preceding 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 EOPT EQR is less than twenty-five percent (25%) or more of the Borrower's or EOPTEQR's then Total Combined Asset Value following such mergerValue, the Lead Agent and Co-Lead Agent consent thereto in writing, which consent shall not be unreasonably withheld, conditioned or delayed. Neither the Borrower nor EOPT EQR shall 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 substantially all of its business or property, whether now or hereafter acquired. 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.
(b) The Borrower shall not amend its agreement of limited partnership or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Banks' Lead Agent's and Co-Lead Agent's consent, which shall not be unreasonably withheld, conditioned or delayed. Without limitation of the foregoing, no Person shall be admitted as a general partner of the Borrower other than EOPT. EOPT EQR shall not amend its declaration of trust, by-by- laws, or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Banks' Lead Agent's and Co-Lead Agent's consent, which shall not be unreasonably withheld, conditioned or delayed. The Borrower shall not make any "in-kind" transfer of any of its property or assets to any of its constituent partners if such transfer would result in an Event of Default under Section 6.1(b) by reason of a breach of the provisions of Section 5.8.
(c) Subject to the provisions of clause (b) above, the The Borrower shall deliver to Administrative Lead Agent copies of all amendments to its agreement of limited partnership or to EOPTEQR's declaration of trust, by-by- laws, or other organizational documents no less than ten (10) days after the effective date of any such amendment.
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Samples: Revolving Credit Agreement (Erp Operating LTD Partnership)
Restriction on Fundamental Changes. (a) Neither the Borrower nor EOPT Guarantor shall enter into any merger or consolidation without obtaining the prior written consent thereto in writing of the Majority Required Banks, which consent shall not be unreasonably withheld, conditioned or delayed, unless the following criteria are met: (i) the Borrower or EOPT such Guarantor is the surviving entity, ; (ii) the entity which is merged into Borrower or EOPT such Guarantor is predominantly 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 either (A) Investment Grade or (B) if not Investment Grade, not lower than Borrower's or EOPT's Guarantors' creditworthiness two months immediately preceding 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 EOPT such Guarantor is less more than twenty-five percent (25%) of the Borrower's or EOPT's such Guarantors' then Total Asset Value following such merger, the consent of the Required Banks has been obtained, which consent shall not be unreasonably withheld, conditioned or delayed. Neither the Borrower nor EOPT Guarantor shall 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 substantially all of its business or property, whether now or hereafter acquired. Nothing in this Section 5.9(a) shall be deemed to prohibit the sale or leasing of portions of the Real Property Assets in the ordinary course of business.
(b) The Borrower shall not enter into any merger or consolidation without obtaining the prior written consent thereto in writing of the Required Banks, unless the following criteria are met: (i) the surviving entity is predominantly in the commercial real estate business in Japan; (ii) the surviving entity continues to be 50% owned, directly or indirectly, by AMB LP and AMB LP continues to control such surviving entity, (iii) the surviving entity assumes all obligations of its predecessor hereunder; (iv) if such merger or consolidation affects any collateral for the Loans, substantially similar substitute collateral (in Agent's reasonable opinion) are provided as required by Section 2.13 and (v) a ratification and reaffirmation by the Guarantors of their obligations under the Guaranty is delivered to Administrative Agent. Borrower shall not 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 substantially all of its business or property, whether now or hereafter acquired. Nothing in this Section 5.9(b) shall be deemed to prohibit the leasing of portions of the Tokai Property in the ordinary course of business.
(c) AMB LP shall not amend its agreement of limited partnership or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Required Banks' consent, which shall not be unreasonably withheld, conditioned or delayed. Without limitation of the foregoing, no Person shall be admitted as a general partner of the Borrower AMB LP other than EOPTAMB Corporation. EOPT AMB Corporation shall not amend its declaration articles of trustincorporation, by-laws, or other organizational documents in any manner that would have a Material Adverse Effect without the Majority Required Banks' consent, which . Borrower shall not be unreasonably withheldamend its articles of incorporation, conditioned formation documents or delayedother organizational documents in any manner that would have a Material Adverse Effect without the Required Banks' consent. The Borrower AMB LP shall not make any "in-kind" transfer of any of its property or assets to any of its constituent partners if such transfer would result in an Event of Default under Section 6.1(b) by reason of a breach of the provisions of Section 5.8.
(c) Subject to the provisions of clause (b) above, the Borrower shall deliver to Administrative Agent copies of all amendments to its agreement of limited partnership or to EOPT's declaration of trust, by-laws, or other organizational documents no less than ten (10) days after the effective date of any such amendment.
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