Restrictions on Fundamental Changes; Asset Sales. The Borrower shall not, nor shall it cause or permit any of its Subsidiaries to, (a) materially alter the corporate, partnership, capital or legal structure of the Borrower or any Subsidiary of the Borrower other than alterations of the structure of (i) Guarantors as permitted in Sections 6.1, 6.2, 6.9 and 6.12(a) above, (ii) any Subsidiaries which are not Guarantors so long as (A) such alteration would not give rise to a Material Adverse Effect and (B) no Default or Event of Default has occurred or is continuing or would occur after taking into effect such alteration or (b) make or effect any Asset Sale excepting (i) Asset Sales made (A) at a time when no Default of Event or Default is outstanding hereunder or would be outstanding after taking into effect such Asset Sale, (B) the consideration received shall be an amount at least substantially equal to the fair market value of the Property which is the subject of the Asset Sale, as certified to the Administrative Agent by the Borrower's chief financial officer or vice president of finance; (C) at least 20% of the consideration received therefrom shall be cash (any non-cash consideration must be in the form of either (1) senior commercial paper with a rating of at least "A-1" by S & P or "P-1" by Xxxxx'x, (2) a senior debt instrument fully secured by marketable securities of a company listed on a nationally recognized exchange) or (3) a debt instrument secured by a first lien on the assets sold; (D) such Asset Sales are not to an Affiliate of the seller; and (E) the assets sold in all transactions permitted hereby after the Closing Date shall have an aggregate book value of not more than $17,500,000; (ii) transactions permitted under Section 6.1, 6.2 or Section 6.4 above; (iii) the Borrower and any of its Subsidiaries may from time to time abandon any personal Property of the Borrower or such Subsidiary which is not the business of the Borrower or such Subsidiary and cannot be sold; (iv) at a time when no Default or Event of Default is outstanding hereunder or would be outstanding after taking into effect such Asset Sale, sales of minority interests of capital stock or partnership interests of any Subsidiary (other than a Guarantor) to any employees thereof; and (v) Asset Sales in connection with the Accounts Receivable Securitization.
Restrictions on Fundamental Changes; Asset Sales. Company shall not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer,lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another Person unless (i) the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia; (ii) the Person formed by or surviving any such consolidation or merger (if other than the Company) or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under this Agreement pursuant to documentation in form and substance satisfactory to Administrative Agent; (iii) immediately after such transaction no Potential Event of Default or Event of Default exists; and (iv) except in the case of a merger of the Company with or into a Wholly Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in subsection 6.1. Notwithstanding the foregoing clauses (iii) and (iv), (a) any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company and (b) the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction. 107
Restrictions on Fundamental Changes; Asset Sales. Subsection 7.7(i) of the Credit Agreement is hereby amended by (1) deleting both parentheticals therein and (2) adding the following at the end thereof: “and the Australian Restructuring may be completed as described in the definition thereof or on such other terms and conditions as are acceptable to Agent;".
Restrictions on Fundamental Changes; Asset Sales. Corporation shall not, nor shall it cause or permit any of its Subsidiaries to, (a) alter its or their, as the case may be, corporate, partnership, capital or legal structure or (b) make or effect any Asset Sale.
Restrictions on Fundamental Changes; Asset Sales. Subsection 7.7(i) of the Credit Agreement is hereby amended by adding the following at the end thereof: “and the Joy SA Transfer, the Solum/Xxxxx Restructuring and the Canadian Restructuring may be completed;".
