Common use of Transfer; Merger; Sales Clause in Contracts

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. Except for the transactions expressly contemplated by the Merger Agreement, No Borrower shall not and shall not permit any Subsidiary toshall, 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, assign (by operation of law or otherwise), license, transfer, convey convey, lease or lease all otherwise dispose of, or grant any option with respect to, any of the Collateral of any Borrower or any substantial part Subsidiary of its assets any Borrower or Capital Securities of any Subsidiary of any Borrower (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. Except for as approved in writing by Bank, the transactions expressly contemplated by the Merger Agreement, Borrower shall not and shall not permit any Subsidiary tonot, 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) unless the Obligations of the Borrower under this Agreement and the other Loan Documents are satisfied in full at or prior to an applicable closing, 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. Except for Each of the transactions expressly contemplated by the Merger AgreementBorrowers shall not, Borrower shall not and shall not permit any Subsidiary toGuarantor, whether in one transaction or a series of related transactions, to (a) sell, transfer, convey or lease all or any substantial part of its assets, except for sales of Inventory or Equipment in the ordinary course of business; (b) sell or assign, with or without recourse, any receivables; or (c) 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, consolidation with any other Person, unless such Borrower or Guarantor is the surviving entity, except for (i) any such merger, consolidation, sale, transfer, conveyance, lease or assignment of or by any Wholly-Owned Subsidiary into any Borrower or into any other domestic Wholly-Owned Subsidiary; (ii) any such purchase or other acquisition by any Borrower or any domestic Wholly-Owned Subsidiary of the assets or equity interests of any Wholly-Owned Subsidiary; and (iii) any Acquisition by any Borrower or Smithway Corp., (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.where:

Transfer; Merger; Sales. Except for Unless the transactions expressly contemplated by Obligations are fully satisfied and paid in full in connection therewith, the Merger Agreement, Borrower shall not and shall not permit any Subsidiary tonot, 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 inventory in the ordinary course of business, or (c) sell or assign, with or without recourse, any receivables.