Sale of Assets; Mergers. (i) No Credit Party shall, or shall permit any of its Subsidiaries that are Restricted Subsidiaries to, sell, assign, transfer, convey, lease or otherwise dispose of any Property, or grant an option or any other right to purchase or otherwise acquire any Property, whether now owned or hereafter acquired, except that the Borrower and each Restricted Subsidiary may sell, assign, transfer, convey, lease or otherwise dispose of any Property: (x) in the Ordinary Course of Business; provided that no Material Adverse Change could reasonably be expected to occur as a result thereof, (y) to another Credit Party so long as such transaction is in compliance with clause (e), or (z) the net proceeds of which sale are applied to repay Indebtedness or are reinvested in the Borrower’s and Restricted Subsidiaries’ business within 180 days of receipt thereof.
(ii) No Credit Party shall, or shall permit any of its Subsidiaries that are Restricted Subsidiaries to: (A) dissolve, liquidate or otherwise cease to do business (except as permitted in the proviso to Section 6.1(a)) or (B) merge into or consolidate with any Person or permit any Person to merge into or consolidate with it; provided that the Borrower or any Restricted Subsidiary may merge into or consolidate with the Borrower or another Restricted Subsidiary so long as such transactions are in compliance with clause (e) and any Restricted Subsidiary may (so long as all of the Properties thereof are transferred to the Borrower or another Restricted Subsidiary in accordance with clause (e)) be dissolved.
Sale of Assets; Mergers. The Borrower shall not, and shall cause IL not to:
(a) sell, assign, convey, lease or otherwise dispose of all or a substantial part of its assets or properties, whether now owned or hereafter acquired, except (i) for the replacement of a capital asset with an asset of equal or greater value, (ii) pursuant to the sale of refined product in the ordinary course of business or (iii) in connection with the disposal of physical assets constituting Contributed Equipment to the extent such assets are reasonably deemed unsuitable for refurbishment and re-use and are not required (in accordance with the terms of the Construction Contract) for the completion of the Project (and Schedule X shall be deemed amended to such extent);
(b) dissolve, liquidate or otherwise cease to do business;
(c) create any subsidiaries other than those referred to in Section 3.05 or as approved by OPIC in connection with purchases of crude oil from domestic producers under collateral security arrangements acceptable to OPIC;
(d) acquire by purchase or otherwise any of the shares of capital stock or assets of another Person; or
(e) merge or consolidate with any Person.
Sale of Assets; Mergers. Not, directly or indirectly, ----------------------- pledge, lease, dispose of or encumber all or a substantial part of its assets, whether tangible or intangible (except for inventory sold and raw materials used and assets replaced in the ordinary course of business) or enter into any merger, consolidation or share exchange; or dissolve or liquidate;
Sale of Assets; Mergers. The Borrower shall not:
(a) sell, assign, convey, lease or otherwise dispose of all or any material part of its assets or properties, whether now owned or hereafter acquired, except for the replacement of a capital asset with an asset of equal or greater value;
(b) dissolve, liquidate or otherwise cease to do business;
(c) except as contemplated by this Agreement, acquire by purchase or otherwise all or substantially all of the shares of capital stock or assets of another entity; or
(d) except as contemplated by this Agreement, merge or consolidate with any Person. 49
Sale of Assets; Mergers. (a) The Company shall not, and shall not permit any Consolidated Subsidiary to, sell, assign, convey, lease or otherwise dispose of all or a substantial part of its assets or properties, whether now owned or hereafter acquired, except for the replacement of a capital asset with an asset of equal or greater value; provided that the Company and any Consolidated Subsidiary may sell, transfer or otherwise dispose of all or any part of its investments in the ordinary course of business.
(b) Notwithstanding the foregoing, the Company shall not transfer or otherwise dispose of the Fund.
(c) The Company shall not dissolve, liquidate or otherwise cease to do business, or merge or consolidate with any Person.
Sale of Assets; Mergers. The Borrower shall not:
(a) sell, assign, convey, lease or otherwise dispose of all or a substantial part of its assets or properties, whether now owned or hereafter acquired (other than sales of diamonds in the ordinary course of business);
(b) dissolve, liquidate, or otherwise cease to do business;
(c) create any subsidiaries;
(d) acquire by purchase or otherwise any of the shares of capital stock or assets of another Person; or
(e) merge or consolidate with any Person or re-organize or spin off assets in any manner.
Sale of Assets; Mergers. The Company shall not (a) sell, assign, convey, lease or otherwise dispose of any of its assets or any part of its assets or properties, unless with the written consent of the Lender whether now owned or hereafter acquired, except for the replacement of a capital asset with an asset of equal or greater value; (b) dissolve, liquidate or otherwise cease to do business; (c) acquire by purchase or otherwise all or substantially all of the shares of capital stock or assets of another entity; (d) merge or consolidate with any entity.
Sale of Assets; Mergers. The Company shall not:
(a) sell, assign, convey, lease or otherwise dispose of all or a substantial part of its assets or properties, whether now owned or hereafter acquired, except for the replacement of a capital asset with an asset of equal or greater value;
(b) dissolve, liquidate or otherwise cease to do business;
Sale of Assets; Mergers. 44 Section 7.10. Lease Obligations .................................................................. 45 Section 7.11. Hedging Arrangements ............................................................... 45 Section 7.12. Ordinary Conduct of Business ....................................................... 45 Section 7.13. Worker Rights ...................................................................... 46
Sale of Assets; Mergers. The Company shall not:
(a) sell, assign, convey, lease or otherwise dispose of all or a substantial part of its assets or properties, whether now owned or hereafter acquired, except for the replacement of a capital asset with an asset of equal or greater value;
(b) dissolve, liquidate, wind up, have a receiver appointed to take possession of its assets or otherwise cease to do business;
(c) create any subsidiaries;
(d) acquire by purchase or otherwise any of the shares of capital stock or assets of another Person; or
(e) merge or consolidate with any Person; PROVIDED that the Company may create and contribute assets valued at not more than $3,000,000 in the aggregate to one or more subsidiaries or joint ventures if (i) each shareholder or joint venturer therein (other than the Company) has been approved by OPIC and (ii) the sole activity thereof at all times is the conduct of exploration activities carried on to locate or assess the quality or extent of gold or diamond deposits within Ghana other than the Teberebie Mine.
