Sale of Assets; Merger. (a) Sell, lease, transfer or otherwise dispose of (whether in one transaction or a series of transactions) (i) all or materially all of its respective properties or assets, whether now owned or hereafter acquired, (ii)(A) the primary natural gas, transmission and/or energy services business, as applicable, of any Significant Subsidiary or (B) any common stock of any Significant Subsidiary (other than to the Borrower or a Significant Subsidiary, or any directors or employees thereof), or (iii) any of its properties or assets, whether now owned or hereafter acquired, if the effect of such sale, lease, transfer or disposition would (A) after giving effect to such transaction, result in the Borrower’s senior unsecured long-term debt rating issued by S&P or Xxxxx’x to fall below BBB- or Baa3, respectively (or, if senior unsecured debt ratings are unavailable for the Borrower, the senior secured long-term debt rating issued by S&P or Xxxxx’x to fall below BBB or Baa2, respectively) or (B) materially impair the ability of the Borrower to perform its obligations under this Agreement or under any other Loan Document or (b) consolidate with or merge with another corporation, except where the Borrower (or the Significant Subsidiary, as the case may be) is the surviving corporation and that, after giving effect to such consolidation or merger, no breach of Section 7.01, when calculated on a pro forma basis, would result therefrom, and no other Event of Default, nor any event which upon notice or lapse of time or both would constitute an Event of Default shall have occurred and be continuing.
Sale of Assets; Merger. None of the Borrowers shall sell, transfer or lease (other than in connection with a Charter) all or substantially all of its properties and assets, or enter into any transaction of merger or consolidation or liquidate, windup or dissolve itself (or suffer any liquidation or dissolution) provided that a Borrower may sell a Ship pursuant to the terms of Clause 11.2(q).
Sale of Assets; Merger. No Security Party shall sell, transfer or lease (other than in connection with a Charter) all or substantially all of its properties and assets, or enter into any transaction of merger or consolidation or liquidate, windup or dissolve itself (or suffer any liquidation or dissolution) provided that a Borrower may sell the Ship owned by it pursuant to the terms of this Agreement.
Sale of Assets; Merger. Borrower shall not: (i) sell, convey, transfer or assign its interest in the Mortgaged Property unless the Loan and all of the Aggregate Debt, all Swap amounts due under the Note and all other monetary sums owed by Borrower to Agent under the Loan Documents all as determined by the Agent shall be paid from the proceeds of such transaction; or (ii) consolidate with or merge into any corporation or other organization or permit any corporation or other organization to merge into it.
Sale of Assets; Merger. (a) The Borrower shall not sell, transfer, lease or otherwise dispose of all or a substantial part (as determined by NIB in its reasonable discretion) of its assets (whether in a single transaction or in a series of transactions, related or otherwise).
(b) The Borrower shall not undertake or permit any merger, consolidation or reorganization.
Sale of Assets; Merger. (a) The Company shall not sell, transfer, lease, grant a license to use or otherwise dispose of all or a substantial part of its capital assets (whether in a single transaction or in a series of transactions, related or otherwise).
(b) The Company shall not undertake or permit any merger, consolidation or reorganization.
Sale of Assets; Merger. (a) The Borrower shall not (nor shall it permit any of its Subsidiaries to) sell, convey, assign, lease or otherwise transfer or dispose of, voluntarily, by operation of law or otherwise, any material part of its now owned or hereafter acquired assets during any twelve month (12) period commencing 1 September 2010 and each 1 September thereafter, except: (a) the sale of the inventory, equipment and fixtures disposed of in the ordinary course of business, (b) the sale or other disposition of assets no longer necessary or useful for the conduct of its business, (c) leases of assets to an entity which the Borrower has at least a fifty-percent (50%) interest in ownership, profits, and governance and (d) the sale by Cofina of loans and commitments originated by it in the ordinary course of business. For the purposes of this Section, “material part” shall mean ten percent (10%) or more of the lesser of the book value or the market value of the assets of the Borrower as shown on the balance sheets of the Financial Statements thereof as of 31 August immediately preceding each such twelve (12) month measurement period.
(b) The Borrower shall not (nor shall it permit any of its Consolidated Subsidiaries to) merge or consolidate with any entity, or acquire all or substantially all of the assets of any person or entity, or acquire the controlling interest in any Person, change its business form from a cooperative corporation, or commence operations under any other name, organisation or entity, including any joint venture; provided, however, the foregoing shall not prevent any consolidation, acquisition, or merger if after giving effect thereto:
(1) the book value of the assets of the Borrower and its Subsidiaries does not increase due to all such mergers, consolidations or acquisitions by an aggregate amount in excess of USD 1,000,000,000 during the term of this Agreement;
(2) the Borrower is the surviving entity; and
(3) no Event of Default or Potential Default of Default shall have occurred and be continuing.
Sale of Assets; Merger. (a) The Borrower shall not sell, transfer, lease or otherwise dispose of all or a substantial part of its assets (whether in a single transaction or in a series of transactions, related or otherwise).
(b) The Borrower shall not undertake or permit any merger, consolidation or reorganisation, except to the extent necessary for its further Regionalisation in line with the purposes of the Project, the Financing Agreements and the Project Agreements. The Borrower must promptly inform EBRD in writing of any such merger, consolidation or reorganisation and in any case no later than 30 days prior to its execution or commencement.
Sale of Assets; Merger. No Security Party shall sell, transfer or lease all or substantially all of its properties and assets, or enter into any transaction of merger or consolidation, corporate reconstruction, including any division or series transaction, or liquidate, windup or dissolve itself (or suffer any liquidation or dissolution) provided that (i) an Owner Guarantor may sell or charter any Vessel owned by it pursuant to the terms of this Agreement, (ii) the Borrower may sell or dispose of any Equity Interests in an Excluded Subsidiary, and (iii) a Security Party shall be permitted to merge with the prior consent of the Agent, acting on the instructions of the Majority Lenders, provided such Security Party is the surviving entity.
Sale of Assets; Merger. The Borrower shall not sell, transfer or lease (other than in connection with a Charter) all or substantially all of its properties and assets, or enter into any transaction of merger or consolidation or liquidate, windup or dissolve itself (or suffer any liquidation or dissolution) provided that the Borrower may sell the Ship pursuant to the terms of Clause 11.2(q).
(i) No contracts other than in ordinary course. The Borrower shall not enter into any transactions or series of related transactions with third parties other than in the ordinary course of its business.
