Sale of Assets or Merger. Sell or otherwise dispose of all or substantially all of its assets (other than Unrestricted Margin Stock), or merge with any other corporation unless Holdings or one of its Subsidiaries is the surviving corporation except that the sale of all or substantially all of the assets of any Subsidiary, or the merger of any Subsidiary when it is not the surviving corporation shall not violate this Section 7.06 if the assets of such Subsidiary are not material in relation to the assets of Holdings and its Subsidiaries, taken as a whole.
Sale of Assets or Merger. Discontinue its business or proposed ------------------------ business or liquidate, sell, transfer, directly or indirectly, assign or otherwise dispose of a material part of its assets or of the Collateral, by sale, merger, consolidation or otherwise.
Sale of Assets or Merger. Sell or otherwise Dispose of all or substantially all of the assets (other than Unrestricted Margin Stock but including pursuant to a Division), or merge with any other Person unless the Borrower or one of its Subsidiaries is the surviving Person, except that the sale of all or substantially all of the assets of a Subsidiary of the Borrower, or the merger of any Subsidiary of the Borrower when it is not the surviving Person, shall not violate this Section 7.04 if the assets of such Subsidiary are not material in relation to the assets of the Borrower and its Subsidiaries, taken as a whole; provided that, to the extent the Borrower is party to any merger with a Subsidiary and it is not the surviving Person, such Subsidiary shall expressly assume the performance of every covenant of this Agreement and any other Loan Documents on the part of the Borrower, as the case may be, to be performed or observed.
Sale of Assets or Merger. Convey, sell, transfer, lease, or sell and lease back, all or any substantial portion of its property, assets or business to any other Person, or merge or consolidate with or into any other Person or into any joint venture or partnership with any other Person.
Sale of Assets or Merger. Discontinue its business or liquidate, sell, transfer, assign or otherwise dispose of a material part of its assets or of the Collateral, by sale, merger, consolidation or otherwise, provided, however, that it may (a) sell in the ordinary course of business and for a full consideration in money or money's worth, any product, merchandise or service produced, marketed or furnished by it and (b) sell any equipment owned by Borrower which becomes obsolete.
Sale of Assets or Merger. (a) Sale of Assets -- The Company will not, nor will it permit any of its Subsidiaries to, directly or indirectly, except in the ordinary course of business, sell, lease, transfer or otherwise dispose of any of its Property or assets, now owned or hereafter acquired, if, as a result of such sale, lease, transfer or disposition, the aggregate net book value or fair market value, whichever shall be higher, of all Property and assets sold, leased, transferred or otherwise disposed of by the Company and its Subsidiaries in the then current fiscal year of the Company would exceed an amount equal to 10% of the book value (computed in accordance with GAAP) of all Property and assets of the Company and its Consolidated Subsidiaries at the end of the preceding fiscal year.
Sale of Assets or Merger. (a) Sale of Assets - The Company will not and will not permit any Restricted Subsidiary to sell, lease, transfer or otherwise dispose of assets, other than sales of Finance Receivables which shall be governed by Section 7.5(c); provided, that the foregoing restrictions do not apply to the sale of such assets for a fair and reasonable consideration to any Person other than an Affiliate if all of the following conditions are met:
(1) the aggregate book or fair market value (whichever is greater) of such assets and all other assets of the Company and its Restricted Subsidiaries disposed of during the immediately preceding 12 month period (other than sales of Finance Receivables as aforesaid), do not constitute either a Substantial Part of Consolidated Total Assets determined as of the end of the immediately preceding fiscal quarter or a Substantial Part of Consolidated Adjusted Net Income for the immediately preceding four quarter period;
(2) in the opinion of the Company's Board of Directors, the sale is for fair value and is in the best interests of the Company; and
(3) at the time of and immediately after the consummation of the transaction, after giving effect thereto, (i) no Default or Event of Default would exist and (ii) the Company would be permitted to incur at least $1.00 of additional Senior Debt under the limitations of Section 7.8(a) hereof.
Sale of Assets or Merger. So long as the Promissory Note is not fully paid and so long as any of the Real Property remains unsold, Purchaser will not sell distribute or otherwise dispose of any of its assets or permit the sale, distribution or other deposition of any of the assets of Madison and Gold King, other than the Real Property in accordance with the terms of this Agreement, and the Purchaser will not consolidate or merge with or into any other person nor will it allow Madison or Gold King to so merge or consolidate with or into any other person.
Sale of Assets or Merger. (a) Sale of Assets--The Company will not, except in the ordinary course of business, sell, lease, transfer or otherwise dispose of, any of its assets, provided that the foregoing restriction does not apply to the sale of assets for a cash consideration to one or more persons if the value of all assets so sold in one twelve-month period (with the assets being valued at the greater of net book or fair market value) does not exceed 5% of the tangible net worth of the Company. The Company will not sell or transfer any of its assets to any subsidiary without the prior written consent of the Bank.
Sale of Assets or Merger. Each Constituent Company will not (a) except in the ordinary course of business or as permitted in Section 3.14, sell, lease, transfer or otherwise dispose of all or any substantial part of its assets, (b) sell, lease, transfer or otherwise dispose of any of the Mortgaged Property owned by it, or (c) consolidate with or be a party to a merger with any other Person, provided, however that the Company may transfer title to the Apalache Project to a third party upon ten (10) days' prior written notice to the holders of the Notes and the Trustee, so long as the proceeds, if any, of such transfer, are applied in accordance with the priorities set forth in Section 4.2 below.
