Transfer; Merger; Sales. The Borrower shall not and not permit any Subsidiary to, whether in one transaction or a series of related transactions, (a) be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any Capital Securities of any class of, or any partnership or joint venture interest in, any other Person, except for (i) any such merger, consolidation, sale, transfer, conveyance, lease or assignment of or by any Wholly-Owned Subsidiary into the Borrower or into any other domestic Wholly-Owned Subsidiary; (ii) any such purchase or other acquisition by the Borrower or any domestic Wholly-Owned Subsidiary of the assets or equity interests of any Wholly-Owned Subsidiary, (b) sell, transfer, convey or lease all or any substantial part of its assets or Capital Securities (including the sale of Capital Securities of any Subsidiary), except for sales of Inventory in the ordinary course of business, or (c) sell or assign, with or without recourse, any receivables.
Transfer; Merger; Sales. The Borrower shall not, whether in one transaction or a series of related transactions, (a) be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any Capital Securities of any class of, or any partnership or joint venture interest in, any other Person, except for (i) Permitted Acquisitions, and (ii) purchases of assets in the ordinary course of business, or (b) sell, transfer, convey or lease all or any substantial part of its assets or Capital Securities, except for Permitted Dispositions.
Transfer; Merger; Sales. Except for the transactions expressly contemplated by the Merger Agreement, Borrower shall not and shall not permit any Subsidiary to, whether in one transaction or a series of related transactions, (a) be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any Capital Securities of any class of, or any partnership or joint venture interest in, any other Person, except for (i) any such merger, consolidation, sale, transfer, conveyance, lease or assignment of or by any Wholly-Owned Subsidiary into Borrower or into any other domestic Wholly-Owned Subsidiary; (ii) any such purchase or other acquisition by Borrower or any domestic Wholly-Owned Subsidiary of the assets or equity interests of any Wholly-Owned Subsidiary, (b) sell, transfer, convey or lease all or any substantial part of its assets or Capital Securities (including the sale of Capital Securities of any Subsidiary), except for sales of Inventory in the ordinary course of business, or (c) sell or assign, with or without recourse, any receivables.
Transfer; Merger; Sales. No Borrower shall, nor permit any Subsidiary to, whether in one transaction or a series of related transactions, (a) be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any Capital Securities of any class of, or any partnership or joint venture interest in, any other Person, except for (i) any such merger, consolidation, sale, transfer, conveyance, lease or assignment of or by any Borrower into any other Borrower; and (ii) any such purchase or other acquisition by any Borrower of the assets or equity interests of any other Borrower, (b) sell, transfer, convey or lease all or any substantial part of its assets or Capital Securities (including the sale of Capital Securities of any Subsidiary), except for asset dispositions permitted pursuant to Section 6.2, or (c) sell or assign, with or without recourse, any receivables.
Transfer; Merger; Sales. Neither Borrower nor any of its Subsidiaries shall, whether in one transaction or a series of related transactions, (a) be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or Capital Securities of any class of, or any partnership or joint venture interest in, any other entity, except for (i) any such merger, consolidation, sale, transfer, conveyance, lease or assignment of or by any Subsidiary into the Borrower or into any other domestic Subsidiary; (ii) any such purchase or other acquisition by the Borrower or any domestic Subsidiary of the assets or equity interests of any Subsidiary, (b) sell, transfer, convey or lease all or any substantial part of its assets or Capital Securities (including the sale of Capital Securities of any Subsidiary), except for sales of Inventory in the ordinary course of business, or (c) sell or assign, with or without recourse, any receivables, except as may be required under the Senior Debt.
Transfer; Merger; Sales. The Borrower shall not, and not permit any of the Operating Subsidiaries or any other Subsidiary to, whether in one transaction or a series of related transactions, (a) be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any Capital Securities of any class of, or any partnership or joint venture interest in, any other Person, except for (i) any such merger, consolidation, sale, transfer, conveyance, lease or assignment of or by any Operating Subsidiary into the Borrower or into any other Operating Subsidiary, and (ii) any such purchase or other acquisition or transfer by the Borrower or any Operating Subsidiary of the assets or equity interests of any Operating Subsidiary pursuant to a pooling agreement or otherwise; (b) sell, transfer, convey or lease all or any substantial part of its assets or Capital Securities (including the sale of Capital Securities of any Subsidiary); or (c) sell or assign, with or without recourse, any receivables. Notwithstanding anything to the contrary herein, and to the extent the Borrower or any Operating Subsidiary forms a Wholly-Owned Subsidiary, such Wholly-Owned Subsidiary shall not be permitted to acquire, purchase or otherwise receive the assets of the Borrower or any Operating Subsidiary pursuant to any existing pooling agreements or similar arrangements under which the Borrower or any Operating Subsidiary is a party thereto, except that, (i) provided Bank is given no less than three (3) days' notice after any filing of any application for approval of any such transaction and (ii) subject to the regulatory approval of applicable state insurance regulatory authorities, future premiums, expenses and losses of such new Wholly-Owned Subsidiary shall be shared among the existing pooling agreements or similar arrangements.
Transfer; Merger; Sales. Each Borrower shall not, whether in one ------------------------- transaction or a series of related transactions, (a) be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any Capital Securities of any class of, or any partnership or joint venture interest in, any other Person (other than to effect an Investment or Acquisition permitted by this Agreement), except for any such merger, consolidation, sale, transfer, conveyance, lease or assignment of or by any Wholly-Owned Subsidiary into such Borrower or a merger of two Borrowers or a merger or consolidation to effect an Acquisition permitted by this Agreement, (b) pledge, sell, transfer, convey or lease all or any substantial part of its assets or Capital Securities (including the sale of Capital Securities of any Subsidiary), except for sales of Inventory in the ordinary course of business, (c) create any new Subsidiaries or (d) sell or assign, with or without recourse, any receivables.
Transfer; Merger; Sales. Excluding the pledge of assets of Born Heaters Canada to the Bank of Montreal for a period of no longer than four months after the Closing and excluding the pledge of certain assets to secure certain letters of credit issued on behalf of Born Heaters Canada to other banks, the Borrower shall not and not permit any Subsidiary to without the prior written consent of the Bank, whether in one transaction or a series of related transactions, (a) be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any Capital Securities of any class of, or any partnership or joint venture interest in, any other Person, except for (i) any such merger, consolidation, sale, transfer, conveyance, lease or assignment of or by any Wholly-Owned Subsidiary into the Borrower or into any other domestic Wholly-Owned Subsidiary; (ii) any such purchase or other acquisition by the Borrower or any domestic Wholly-Owned Subsidiary of the assets or equity interests of any Wholly-Owned Subsidiary, (b) except as permitted by Section 6.3 hereof, sell, transfer, convey or lease all or any substantial part of its assets or Capital Securities (including the sale of Capital Securities of any Subsidiary), except for sales of Inventory in the ordinary course of business, or (c) sell or assign, with or without recourse, any receivables.
Transfer; Merger; Sales. The Borrower shall not and not permit any Subsidiary to, whether in one transaction or a series of related transactions, (a) be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any Capital Securities of any class of, or any partnership or joint venture interest in, any other Person, except for (i) any such merger, consolidation, sale, transfer, conveyance, lease or assignment of or by any Wholly-Owned Subsidiary into the Borrower or into any other domestic Wholly-Owned Subsidiary; (ii) any such purchase or other acquisition by the Borrower or any domestic Wholly-Owned Subsidiary of the assets or equity interests of any Wholly-Owned Subsidiary, (b) sell, transfer, convey or lease all or any substantial part of its assets or Capital Securities (including the sale of Capital Securities of any Subsidiary), except for (i) sales of Inventory in the ordinary course of business, (ii) sales or leases of assets which are replaced within sixty (60) days with another asset performing the same or a similar function, and (iii) dispositions in any fiscal year , the net proceeds of which do not in the aggregate exceed $100,000.00, or (c) sell or assign, with or without recourse, any receivables.
Transfer; Merger; Sales. No Borrower shall, whether in one transaction or a series of related transactions, (a) be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any Capital Securities of any class of, or any partnership or joint venture interest in, any other Person, except for (i) any such merger, consolidation, sale, transfer, conveyance, lease or assignment of or by any Wholly-Owned Subsidiary into such Borrower or into any other domestic Wholly-Owned Subsidiary; (ii) any such purchase or other acquisition by such Borrower or any domestic Wholly-Owned Subsidiary of the assets or equity interests of any Wholly-Owned Subsidiary, (b) sell, transfer, convey or lease all or any substantial part of its assets or Capital Securities (including the sale of Capital Securities of any Subsidiary), except for sales of Inventory in the ordinary course of business, or (c) sell or assign, with or without recourse, any receivables. Notwithstanding the foregoing, on and subject to the terms and conditions hereof, including, without limitation, each of LTN Staff, BG Staffing, BG Personnel Services, BG Personnel and B G Staff Services being a “Borrower” under this Agreement, Lender hereby consents to the Purchase Transaction. The consent set forth herein shall be effective only in the specific instances and for the specific purposes set forth herein and shall neither extend to any other violations under, or default of, the Credit Agreement, nor shall this consent prejudice any rights or remedies of Agent or any Lender under the Credit Agreement and the other Loan Documents with respect to matters not specifically addressed hereby.
