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.
Appears in 4 contracts
Samples: Credit Agreement (Axtel Sab De Cv), Credit Agreement (Axtel Sab De Cv), Bridge Credit Agreement (Axtel Sab De Cv)
