Common use of Restrictions on Fundamental Changes Clause in Contracts

Restrictions on Fundamental Changes. (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Stock, except for (i) any merger between Loan Parties, provided that Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party and Subsidiaries of such Loan Party that are not Loan Parties so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of Borrower that are not Loan Parties,

Appears in 5 contracts

Samples: Credit Agreement (Federal Signal Corp /De/), Credit Agreement (Federal Signal Corp /De/), Credit Agreement (American Pacific Corp)

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Restrictions on Fundamental Changes. (a) Other than in order to consummate a Permitted Acquisition, enter Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Stock, except for (i) any merger between Loan Parties, provided that Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party and Subsidiaries of such Loan Party that are not Loan Parties so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of Borrower that are not Loan Parties, (iv) any Permitted Acquisition,

Appears in 3 contracts

Samples: Credit Agreement (Daegis Inc.), Credit Agreement (Daegis Inc.), Credit Agreement (Unify Corp)

Restrictions on Fundamental Changes. (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, merger or consolidation, reorganization, or recapitalization, or reclassify its Stock, except for (i) any merger or consolidation between Loan Parties, provided that Borrower must be the surviving entity of any such merger to which it is a partyparty and no merger may occur between Parent and Borrower, (ii) any merger between a Loan Party and Subsidiaries of such Loan Party that are not Loan Parties so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of Borrower Parent that are not Loan Parties,

Appears in 2 contracts

Samples: Credit Agreement (Horizon Lines, Inc.), Credit Agreement (Horizon Lines, Inc.)

Restrictions on Fundamental Changes. (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Stock, except for (i) any merger between Loan Parties, provided that Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party Parties and Subsidiaries of such Loan Party Borrower that are not Loan Parties so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of Borrower that are not Loan PartiesParties and (iv) entering into any such transaction provided that a condition to the consummation of such transaction is obtaining all consents required under this Agreement or paying in full in cash all of the Obligations,

Appears in 2 contracts

Samples: Credit Agreement (Realpage Inc), Credit Agreement (Realpage Inc)

Restrictions on Fundamental Changes. (a) Other than in order to consummate a Permitted Acquisition, enter Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Stock, except for (i) any merger between Loan Parties, provided that to the extent the merger involves a Borrower, a Borrower must be the surviving entity of any such merger to which it is a partymerger, (ii) any merger between a Loan Party Parties and Subsidiaries of such Loan Party Parent that are not Loan Parties so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of Borrower Parent that are not Loan Parties,

Appears in 2 contracts

Samples: Credit Agreement (Finisar Corp), Credit Agreement (Finisar Corp)

Restrictions on Fundamental Changes. (a) Other than in order to consummate a Permitted AcquisitionAcquisition or in connection with clause (s) of the definition of Permitted Investment, enter into any merger, consolidation, reorganization, amalgamation or recapitalization, or reclassify its Stock, except for (i) any merger or amalgamation between Loan Parties, provided that Borrower must be the surviving entity of any such merger to which it is a partyparty and no merger or amalgamation may occur between Parent and Borrower, (ii) any merger between a Loan Party Parties and Subsidiaries of such Loan Party Parent that are not Loan Parties so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of Borrower Parent that are not Loan Parties,

Appears in 2 contracts

Samples: Credit Agreement (MDC Partners Inc), Credit Agreement (MDC Partners Inc)

Restrictions on Fundamental Changes. (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Stock, except for (i) any merger between Loan Parties, or any of their respective Subsidiaries, provided that a Borrower must be the surviving entity of any such merger to which it is a party, and a Guarantor must be the surviving entity of any such merger with another Subsidiary (that is not a Borrower), and (ii) any merger between a Loan Party and Subsidiaries of such Loan Party that are not Loan Parties so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of a Borrower that are not Loan Parties,.

Appears in 2 contracts

Samples: Credit and Security Agreement (COUPONS.com Inc), Credit and Security Agreement (COUPONS.com Inc)

Restrictions on Fundamental Changes. (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Stock, except for (i) any merger between Loan PartiesParties or between a Loan Party and a Subsidiary of any Loan Party, provided that (A) Borrower must be the surviving entity of any such merger to which it is a party and (B) any Loan Party (other than Borrower) must be the surviving entity of any such merger to which it is a party, and (ii) any merger between a Loan Party and Subsidiaries of such Loan Party that are not Loan Parties so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of Borrower that are not Loan Parties,

Appears in 2 contracts

Samples: Credit Agreement (Watsco Inc), Credit Agreement (Watsco Inc)

Restrictions on Fundamental Changes. (a) Other than in order to consummate a Permitted Acquisition, enter Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Capital Stock, except for (i) any merger between Loan Parties, provided that in any merger involving Borrower, Borrower must shall be the surviving entity of any such merger to which it is a partymerger, (ii) any merger between a Loan Party Parties and Restricted Subsidiaries of such Loan Party Borrower that are not Loan Parties so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of Borrower that are not Loan Parties,

Appears in 2 contracts

Samples: Credit Agreement (Landrys Restaurants Inc), Credit Agreement (Landrys Restaurants Inc)

Restrictions on Fundamental Changes. (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, consolidation or reorganization, or recapitalization, or reclassify its Stock, except for (i) any merger between Loan Parties, provided that Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party Parties and Subsidiaries of such Loan Party Borrower that are not Loan Parties so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of Borrower that are not Loan Parties,, and (iv) in connection with any Permitted Investment;

Appears in 1 contract

Samples: Credit Agreement (TrueBlue, Inc.)

Restrictions on Fundamental Changes. (a) Other than in order to consummate a Permitted Acquisition, enter Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Stock, except for (i) any merger between Loan Parties, provided that a Borrower must be the surviving entity of any such merger to which it is a partyparty and no merger may occur between Parent and any other Loan Party, (ii) any merger between a Loan Party and Subsidiaries of such Loan Party that are not Loan Parties so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of Borrower Parent that are not Loan Parties,

Appears in 1 contract

Samples: Credit Agreement (Supreme Industries Inc)

Restrictions on Fundamental Changes. Each Loan Party will not, and will not permit any of its Restricted Subsidiaries to, (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its StockEquity Interests, except for (i) any merger between Loan Parties; provided, provided that a Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party and Subsidiaries a Subsidiary of such Loan Party that are is not a Loan Parties Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Restricted Subsidiaries of Borrower any Loan Party that are not Loan Parties,

Appears in 1 contract

Samples: Credit Agreement (Calumet Specialty Products Partners, L.P.)

Restrictions on Fundamental Changes. (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Stock, except for (i) any merger between Loan Parties, provided that Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party Parties and Subsidiaries of such Loan Party Borrower that are not Loan Parties so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of Borrower that are not Loan Parties,;

Appears in 1 contract

Samples: Credit Agreement (Captaris Inc)

Restrictions on Fundamental Changes. (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Stock, except for (i) any merger between Loan Parties, provided that Borrower must be the surviving entity of any such merger to which it is a party, party (ii) any merger between a Loan Party and Subsidiaries of such Loan Party that are not Loan Parties so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of Borrower that are not Loan Parties,

Appears in 1 contract

Samples: Credit Agreement (THQ Inc)

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Restrictions on Fundamental Changes. (a) Other than in order to consummate a Permitted Acquisition, enter Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Stock, except for (i) any merger between Loan Parties, provided that a Borrower (other than Parent) must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party Parties and Subsidiaries of such Loan Party a Borrower that are not Loan Parties so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of a Borrower that are not Loan Parties,

Appears in 1 contract

Samples: Credit Agreement (USA Mobility, Inc)

Restrictions on Fundamental Changes. (a) Other than in order to consummate a Permitted Acquisition, enter Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Stock, except for (i) any merger between Loan Parties, provided that a Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party and Subsidiaries of such Loan Party that are not Loan Parties so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of a Borrower that are not Loan Parties, and (iv) any merger of another Person into a Borrower in connection with a Permitted Acquisition,

Appears in 1 contract

Samples: Credit Agreement (Dixie Group Inc)

Restrictions on Fundamental Changes. (a) Other than in order to consummate a Permitted AcquisitionAcquisition or Permitted Restructuring Transaction, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Stock, except for (i) any merger between Loan Parties, provided that Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party and Subsidiaries of such Loan Party that are not Loan Parties so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of Borrower Parent that are not Loan Parties,

Appears in 1 contract

Samples: Credit Agreement (Oclaro, Inc.)

Restrictions on Fundamental Changes. (a) Other than in order to consummate a Permitted AcquisitionAcquisitions, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Stock, except for (i) any merger between Loan Parties, provided that Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party Parties and Subsidiaries of such Loan Party Borrower that are not Loan Parties so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of Borrower that are not Loan Parties,

Appears in 1 contract

Samples: Credit Agreement (Actuate Corp)

Restrictions on Fundamental Changes. (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Stock, except for (i) any merger between Loan Parties, provided that a Borrower must be the surviving entity of any such merger to which it a Borrower is a partyparty and no merger may occur between Parent and any Borrower, (ii) any merger between a Loan Party Parties and Restricted Subsidiaries of such Loan Party Parent that are not Loan Parties so long as such a Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of Borrower Parent that are not Loan Parties,

Appears in 1 contract

Samples: Credit Agreement (Stock Building Supply Holdings, Inc.)

Restrictions on Fundamental Changes. (ac) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, consolidation or reorganization, or recapitalization, or reclassify its Stock, except for (i) any merger between Loan Parties, provided that Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party Parties and Subsidiaries of such Loan Party Borrower that are not Loan Parties so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of Borrower that are not Loan Parties,, and (iv) in connection with any Permitted Investment;

Appears in 1 contract

Samples: Term Loan Agreement (TrueBlue, Inc.)

Restrictions on Fundamental Changes. (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Stock, except for (i) any merger between Loan Parties, provided that Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party Parties and Subsidiaries of such Loan Party Borrower that are not Loan Parties so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of Borrower that are not Loan Parties,, and (iv) in connection with any Permitted Investment;

Appears in 1 contract

Samples: Credit Agreement (TrueBlue, Inc.)

Restrictions on Fundamental Changes. (a) Other than in order to consummate a Permitted Acquisition, enter Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Stock, except for (i) any merger between Loan Parties, provided that Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party Parties and Subsidiaries of such Loan Party Parent or Borrower that are not Loan Parties so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of Parent or Borrower that are not Loan Parties,

Appears in 1 contract

Samples: Credit Agreement (Jamba, Inc.)

Restrictions on Fundamental Changes. (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its StockEquity Interests, except for (iv) any merger between Loan Parties; provided, provided that that, a Borrower must be the surviving entity of any such merger to which it is a party, (iivi) any merger between a Loan Party Parties and Subsidiaries of such Loan Party Parent that are not Loan Parties so long as such Loan Party is the surviving entity of any such merger, and (iiivii) any merger between Subsidiaries of Borrower Parent that are not Loan Parties,

Appears in 1 contract

Samples: Credit Agreement (Delek US Holdings, Inc.)

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