Common use of Restrictions on Mergers Clause in Contracts

Restrictions on Mergers. Except as set forth below, Lessee will not sell, convey or otherwise dispose of all or substantially all of its property and assets or merge or consolidate with or into or be acquired by any other Person without the prior written consent of Lessor, such consent not to be unreasonably withheld. In evaluating any proposed merger, consolidation, sale or other conveyance, Lessor shall not unreasonably withhold its consent provided that (i) no Default or Event of Default under the Lease or any other agreement between Lessee or the acquirer with Lessor or an affiliate of Lessor or Lessor’s Lender has occurred and is then continuing or would occur as a result of the merger, consolidation, acquisition, sale or conveyance, as applicable; (ii the surviving entity or acquirer shall have agreed in writing, in form and substance acceptable to Lessor, to assume, be bound by and perform all obligations of “Lessee” under the Lease; and (iii) the acquirer or surviving entity shall not be domiciled or directly or indirectly owned (in whole or in part) or controlled by any individual or entity with which Lessor is prohibited from doing business under applicable Law. No consent shall be required from Lessor for any merger, consolidation, acquisition, sale or other conveyance, if (a) Lessee shall be the surviving entity of a merger, the consolidated entity or the acquirer, as applicable and (b) the resulting entity, has, at the time of such merger consolidation, sale or conveyance and immediately after giving effect thereto, a credit standing as good as or better than that of Lessee and a net worth at least equal to that of Lessee immediately prior to such merger, consolidation, acquisition, sale or conveyance, or (c) solely among Lessee’s current stockholders. No consent shall be required from Lessor for Lessee’s acquisition of any interest in any corporate entity provided that such acquisition does not result in a material adverse change in the financial condition of Lessee. Nothing herein shall be deemed to prevent Lessee or any affiliate of Lessee from engaging in a bona fide public offering of its securities to the general public or a private placement of any such securities as the same may at any time or from time to time be approved by its directors or shareholders.

Restrictions on Mergers. Except as set forth below, Lessee LESSEE will not consolidate with or merge into any other Person or sell, convey convey, lease, or otherwise dispose of transfer all or substantially all of its property and assets (whether in one transaction or merge a series of transactions) to any Person (a “Reorganization Transaction”), unless: (a) the Person formed by such consolidation or consolidate with or into or be acquired by any other Person without the prior written consent of Lessor, surviving such consent not to be unreasonably withheld. In evaluating any proposed merger, consolidationor the Person who acquires by sale, sale or other conveyance, Lessor shall not unreasonably withhold its consent provided that transfer, or lease all or substantially all of LESSEE’s assets (the “Reorganized Entity”) has a net worth and financial capacity which are reasonably sufficient to meet (i) no Default or Event all obligations of Default LESSEE under the Lease Operative Documents, (ii) all obligations of LESSEE under all other agreements between LESSEE and LESSOR concerning the leasing or any other agreement between Lessee financing of aircraft or the acquirer with Lessor extension, restructuring or an affiliate rescheduling of Lessor or Lessor’s Lender has occurred credit, and is then continuing or would occur as a result (iii) the other obligations of the merger, consolidation, acquisition, sale or conveyance, as applicable; Reorganized Entity on a going forward basis; (ii b) the surviving entity or acquirer shall have agreed in writingReorganized Entity (i) executes and delivers to LESSOR an agreement, in form and substance acceptable reasonably satisfactory to LessorLESSOR, to assume, be bound containing an assumption by the Reorganized Entity of the due and perform punctual performance and observance of all of LESSEE’s obligations of “Lessee” under the Operative Documents, and (ii) makes such filings and recordings, including any filing or recording with the FAA or any filing under the Uniform Commercial Code, as are necessary to evidence such Reorganization Transaction and all filings necessary in order to preserve and protect the rights of LESSOR as owner of the Aircraft and lessor under this Lease; ; (c) (i) such transaction shall not create a Default, (ii) no Event of Default shall exist immediately after such transaction, and (iii) the acquirer or surviving entity shall not be domiciled or directly or indirectly owned (in whole or in part) or controlled by any individual or entity with which Lessor is prohibited from doing business under applicable Law. No consent shall be required from Lessor for any merger, consolidation, acquisition, sale or other conveyance, if (a) Lessee shall be benefits of Section 1110 of the surviving entity of a merger, the consolidated entity or the acquirer, as applicable and (b) the resulting entity, has, at the time of such merger consolidation, sale or conveyance and immediately after giving effect thereto, a credit standing as good as or better than that of Lessee and a net worth at least equal U.S. Bankruptcy Code available to that of Lessee LESSOR immediately prior to such mergerReorganization Transaction shall not be adversely affected as a result of such Reorganization Transaction; (d) the Reorganized Entity delivers to LESSOR: (i) a certificate, consolidationsigned on its behalf by a responsible officer, acquisitionstating that all the conditions precedent set forth in the foregoing clauses of this Article 20.2.5 have been fulfilled, sale and (ii) an opinion of counsel for LESSEE or conveyancefor the Reorganized Entity, or from counsel and in form and substance reasonably satisfactory to LESSOR, stating that [A] the agreements entered into to effect the assumption agreement referenced in Article 20.2.5(b) have been duly authorized, executed, and delivered by the Reorganized Entity and that they (cand the Operative Documents so assumed) solely among Lessee’s current stockholdersconstitute legal, valid, and binding obligations of the Reorganized Entity, enforceable in accordance with their terms (to the same extent as the Operative Documents so assumed were enforceable against LESSEE immediately prior to such Reorganization Transaction), and [B] containing such other matters as LESSOR reasonably requests. Upon effecting any such Reorganization Transaction, the Reorganized Entity shall succeed to all the obligations of LESSEE and shall succeed to, shall be substituted for, and may exercise every right and power of LESSEE under the Operative Documents, with the same effect as if the Reorganized Entity had been named as LESSEE therein. No consent such Reorganization Transaction shall be required from Lessor for Lessee’s acquisition have the effect of any interest in any corporate entity provided that such acquisition does not result in a material adverse change in the financial condition of Lessee. Nothing herein shall be deemed to prevent Lessee releasing LESSEE (or any affiliate of Lessee Reorganized Entity) from engaging in a bona fide public offering any of its securities liabilities under the Operative Documents. LESSEE shall pay all reasonable out-of-pocket expenses of LESSOR (including but not limited to the general public or a private placement its reasonable attorneys’ fees) in respect of any such securities as the same may at any time or from time to time be approved by its directors or shareholderstransfer.

Restrictions on Mergers. Except as set forth below, Lessee will not sell, convey or otherwise dispose of all or substantially all of its property and assets or merge or consolidate with or into or be acquired by any other Person without the prior written consent of Lessor, such consent not to be unreasonably withheld. In evaluating any proposed merger, consolidation, sale or other conveyance, Lessor shall not unreasonably withhold its consent provided that (i) no Default or Event of Default under the Lease or any other agreement between Lessee or the acquirer with Lessor or an affiliate of Lessor or Lessor’s Lender has occurred and is then continuing or would occur as a result of the merger, consolidation, acquisition, sale or conveyance, as applicable; (ii ii) the surviving entity or acquirer shall have agreed in writing, in form and substance acceptable to Lessor, to assume, be bound by and perform all obligations of “Lessee” under the Lease; and (iii) the acquirer or surviving entity shall not be domiciled or directly or indirectly owned (in whole or in part) or controlled by any individual or entity with which Lessor is prohibited from doing business under applicable Law. No consent shall be required from Lessor for any merger, consolidation, acquisition, sale or other conveyance, if (a) Lessee shall be the surviving entity of a merger, the consolidated entity or the acquirer, as applicable and (b) the resulting entity, has, at the time of such merger consolidation, sale or conveyance and immediately after giving effect thereto, a credit standing as good as or better than that of Lessee and a net worth at least equal to that of Lessee immediately prior to such merger, consolidation, acquisition, sale or conveyance, or (c) solely among Lessee’s current stockholders. No consent shall be required from Lessor for Lessee’s acquisition of any interest in any corporate entity provided that such acquisition does not result in a material adverse change in the financial condition of Lessee. Nothing herein shall be deemed to prevent Lessee or any affiliate of Lessee from engaging in a bona fide public offering of its securities to the general public or a private placement of any such securities as the same may at any time or from time to time be approved by its directors or shareholders.

Restrictions on Mergers. Except as set forth below, Lessee LESSEE will not consolidate with or merge into any other Person or sell, convey convey, lease, or otherwise dispose of transfer all or substantially all of its property and assets (whether in one transaction or merge a series of transactions) to any Person (a “Reorganization Transaction”), unless: (a) the Person formed by such consolidation or consolidate with or into or be acquired by any other Person without the prior written consent of Lessor, surviving such consent not to be unreasonably withheld. In evaluating any proposed merger, consolidationor the Person who acquires by sale, sale or other conveyance, Lessor shall not unreasonably withhold its consent provided that transfer, or lease all or substantially all of LESSEE’s assets (the “Reorganized Entity”) has a net worth and financial capacity which are reasonably sufficient to meet (i) no Default or Event all obligations of Default LESSEE under the Lease Operative Documents, (ii) all obligations of LESSEE under all other agreements between LESSEE and LESSOR concerning the leasing or any other agreement between Lessee financing of aircraft or the acquirer with Lessor extension, restructuring or an affiliate rescheduling of Lessor or Lessor’s Lender has occurred credit, and is then continuing or would occur as a result (iii) the other obligations of the merger, consolidation, acquisition, sale or conveyance, as applicable; Reorganized Entity on a going forward basis; (ii b) the surviving entity or acquirer shall have agreed in writingReorganized Entity (i) executes and delivers to LESSOR an agreement, in form and substance acceptable reasonably satisfactory to LessorLESSOR, to assume, be bound containing an assumption by the Reorganized Entity of the due and perform punctual performance and observance of all of LESSEE’s obligations of “Lessee” under the Operative Documents, and (ii) makes such filings and recordings, including any filing or recording with the FAA or any filing under the Uniform Commercial Code, as are necessary to evidence such Reorganization Transaction and all filings necessary in order to preserve and protect the rights of LESSOR as owner of the Aircraft and lessor under this Lease; ; (c) (i) such transaction shall not create a Default, (ii) no Event of Default shall exist immediately after such transaction, and (iii) the acquirer or surviving entity shall not be domiciled or directly or indirectly owned (in whole or in part) or controlled by any individual or entity with which Lessor is prohibited from doing business under applicable Law. No consent shall be required from Lessor for any merger, consolidation, acquisition, sale or other conveyance, if (a) Lessee shall be benefits of Section 1110 of the surviving entity of a merger, the consolidated entity or the acquirer, as applicable and (b) the resulting entity, has, at the time of such merger consolidation, sale or conveyance and immediately after giving effect thereto, a credit standing as good as or better than that of Lessee and a net worth at least equal U.S. Bankruptcy Code available to that of Lessee LESSOR immediately prior to such mergerReorganization Transaction shall not be adversely affected as a result of such Reorganization Transaction; (d) the Reorganized Entity delivers to LESSOR: (i) a certificate, consolidationsigned on its behalf by a responsible officer, acquisitionstating that all the conditions precedent set forth in the foregoing clauses of this Article 20.2.5 have been fulfilled, sale and (ii) an opinion of counsel for LESSEE or conveyancefor the Reorganized Entity, or from counsel and in form and substance reasonably satisfactory to LESSOR, stating that [A] the agreements entered into to effect the assumption agreement referenced in Article 20.2.5(b) have been duly authorized, executed, and delivered by the Reorganized Entity and that they (cand the Operative Documents so assumed) solely among Lessee’s current stockholdersconstitute legal, valid, and binding obligations of the Reorganized Entity, enforceable in accordance with their terms (to the same extent as the Operative Documents so assumed were enforceable against LESSEE immediately prior to such Reorganization Transaction), and [B] containing such other matters as LESSOR reasonably requests. 71 ARTICLE 20 REPRESENTATIONS, WARRANTIES AND COVENANTS OF LESSEE Upon effecting any such Reorganization Transaction, the Reorganized Entity shall succeed to all the obligations of LESSEE and shall succeed to, shall be substituted for, and may exercise every right and power of LESSEE under the Operative Documents, with the same effect as if the Reorganized Entity had been named as LESSEE therein. No consent such Reorganization Transaction shall be required from Lessor for Lessee’s acquisition have the effect of any interest in any corporate entity provided that such acquisition does not result in a material adverse change in the financial condition of Lessee. Nothing herein shall be deemed to prevent Lessee releasing LESSEE (or any affiliate of Lessee Reorganized Entity) from engaging in a bona fide public offering any of its securities liabilities under the Operative Documents. LESSEE shall pay all reasonable out-of-pocket expenses of LESSOR (including but not limited to the general public or a private placement its reasonable attorneys’ fees) in respect of any such securities as the same may at any time or from time to time be approved by its directors or shareholderstransfer.

Restrictions on Mergers. Except as set forth below, Lessee LESSEE will not consolidate with or merge into any other Person or sell, convey convey, lease, or otherwise dispose of transfer all or substantially all of its property and assets (whether in one transaction or merge a series of transactions) to any Person (a “Reorganization Transaction”), unless: (a) the Person formed by such consolidation or consolidate with or into or be acquired by any other Person without the prior written consent of Lessor, surviving such consent not to be unreasonably withheld. In evaluating any proposed merger, consolidationor the Person who acquires by sale, sale or other conveyance, Lessor shall not unreasonably withhold its consent provided that transfer, or lease all or substantially all of LESSEE’s assets (the “Reorganized Entity”) has a net worth and financial capacity which are reasonably sufficient to meet (i) no Default or Event all obligations of Default LESSEE under the Lease Operative Documents, (ii) all obligations of LESSEE under all other agreements between LESSEE and LESSOR concerning the leasing or any other agreement between Lessee financing of aircraft or the acquirer with Lessor extension, restructuring or an affiliate rescheduling of Lessor or Lessor’s Lender has occurred credit, and is then continuing or would occur as a result (iii) the other obligations of the merger, consolidation, acquisition, sale or conveyance, as applicable; Reorganized Entity on a going forward basis; (ii b) the surviving entity or acquirer shall have agreed in writingReorganized Entity (i) executes and delivers to LESSOR an agreement, in form and substance acceptable reasonably satisfactory to LessorLESSOR, to assume, be bound containing an assumption by the Reorganized Entity of the due and perform punctual performance and observance of all of LESSEE’s obligations of “Lessee” under the Operative Documents, and (ii) makes such filings and recordings, including any filing or recording with the FAA or any filing under the Uniform Commercial Code, as are necessary to evidence such Reorganization Transaction and all filings necessary in order to preserve and protect the rights of LESSOR as owner of the Aircraft and lessor under this Lease; ; (c) (i) such transaction shall not create a Default, (ii) no Event of Default shall exist immediately after such transaction, and (iii) the acquirer or surviving entity shall not be domiciled or directly or indirectly owned (in whole or in part) or controlled by any individual or entity with which Lessor is prohibited from doing business under applicable Law. No consent shall be required from Lessor for any merger, consolidation, acquisition, sale or other conveyance, if (a) Lessee shall be benefits of Section 1110 of the surviving entity of a merger, the consolidated entity or the acquirer, as applicable and (b) the resulting entity, has, at the time of such merger consolidation, sale or conveyance and immediately after giving effect thereto, a credit standing as good as or better than that of Lessee and a net worth at least equal U.S. Bankruptcy Code available to that of Lessee LESSOR immediately prior to such merger, consolidation, acquisition, sale or conveyance, or Reorganization Transaction shall not be adversely affected as a result of such Reorganization Transaction; (cd) solely among Lessee’s current stockholders. No consent shall be required from Lessor for Lessee’s acquisition of any interest in any corporate entity provided that such acquisition does not result in a material adverse change in the financial condition of Lessee. Nothing herein shall be deemed Reorganized Entity delivers to prevent Lessee or any affiliate of Lessee from engaging in a bona fide public offering of its securities to the general public or a private placement of any such securities as the same may at any time or from time to time be approved by its directors or shareholders.LESSOR: