Common use of Transfer; Merger Clause in Contracts

Transfer; Merger. Without the Lender’s prior written consent, which shall not be unreasonably withheld, the Borrower shall not, either directly or indirectly, permit a Change in Control, merge, consolidate, sell, transfer, license, lease, encumber or otherwise dispose of all or any substantial part of its property or business or all or any substantial part of its assets, or sell or discount (with or without recourse) any of its Notes (as defined in the UCC), Chattel Paper, Payment Intangibles or Accounts; provided, however, that Borrower may: · sell or lease Inventory and Equipment in the ordinary course of business; · upon not less than three (3) Business Days’ prior written notice to Lender, any Subsidiary of Borrower may merge with (so long as Borrower remains the surviving entity), or dissolve or liquidate into, or transfer its property to Borrower; · dispose of used, worn-out or surplus equipment in the ordinary course of business; · discount or write-off overdue Accounts for collection in the ordinary course of business; · sell or otherwise dispose (including cancellation of Funded Indebtedness) of any Investment permitted under Section 9.3 in the ordinary course of business; and · grant Permitted Liens.

Transfer; Merger. Without the Lender’s prior written consent, which shall not be unreasonably withheld, the Borrower The Credit Parties shall not, either directly or indirectly, permit a Change in ControlControl (as described in Section 11.9 hereof), merge, consolidate, sell, transfer, license, lease, encumber or otherwise dispose of all or any substantial part of its their property or business or all or any substantial part of its their assets, or sell or discount (with or without recourse) any of its their Notes (as defined in the UCC), Chattel Paper, Payment Intangibles or Accounts; provided, however, that Borrower the Borrowers may: · : (a) sell or lease Inventory and Equipment in the ordinary course of business; · ; (b) upon not less than three (3) Business Days’ prior written notice to the Lender, any Subsidiary of Borrower the Borrowers may merge with (so long as Borrower remains the Borrowers remain the surviving entityentities), or dissolve or liquidate into, or transfer its property to Borrower; · the Borrowers; (c) dispose of used, worn-out or surplus equipment in the ordinary course of business; · ; (d) discount or write-off overdue Accounts for collection in the ordinary course of business; · ; (e) sell or otherwise dispose (including cancellation of Funded Indebtedness) of any Investment permitted under Section 9.3 8.3 in the ordinary course of business; and · and (f) grant Permitted Liens.

Transfer; Merger. Without the Lender’s prior written consentNo Borrower shall, which nor shall not be unreasonably withheld, the any Borrower shall notpermit any of its Subsidiaries to, either directly or indirectly, permit a Change in Control, merge, consolidate, sell, transfer, license, lease, encumber or otherwise dispose of all or any substantial part of its property or business or all or any substantial part of its assets, or sell or discount (with or without recourse) any of its Notes (as defined in the UCC), Chattel Paper, Payment Intangibles or Accounts; provided, however, that any Borrower may: · : (a) sell or lease Inventory and Equipment in the ordinary course Ordinary Course of business; · Business; (b) upon not less than three (3) Business Days’ prior written notice to Lender, any Subsidiary of any Borrower may merge with (so long as the applicable Borrower remains the surviving entity), or dissolve or liquidate into, or transfer its property to any Borrower; · ; (c) dispose of used, worn-out or surplus equipment in the ordinary course Ordinary Course of business; · Business; (d) discount or write-off overdue Accounts for collection in the ordinary course Ordinary Course of business; · Business; (e) sell or otherwise dispose (including cancellation of Funded Indebtedness) of any Investment permitted under Section 9.3 in the ordinary course Ordinary Course of businessBusiness; and · and (f) grant Permitted Liens.

Transfer; Merger. Without the Lender’s prior written consent, which shall not be unreasonably withheld, the Borrower Credit Parties shall not, either directly or indirectly, permit a Change in Control, merge, consolidate, sell, transfer, license, lease, encumber or otherwise dispose of all or any substantial part of its property or business or all or any substantial part of its assets, or sell or discount (with or without recourse) any of its Notes (as defined in the UCC), Chattel Paper, Payment Intangibles or Accounts; provided, however, that Borrower the Credit Parties may: · (a) sell or lease Inventory and Equipment in the ordinary course Ordinary Course of businessBusiness; · (b) upon not less than three (3) Business Days’ prior written notice to Lender, any Subsidiary of Borrower may merge with (so long as Borrower remains the surviving entity), or dissolve or liquidate into, or transfer its property to Borrower; · (c) dispose of used, worn-out or surplus equipment in the ordinary course Ordinary Course of businessBusiness; · (d) discount or write-off overdue Accounts for collection in the ordinary course Ordinary Course of businessBusiness; · (e) sell or otherwise dispose (including cancellation of Funded Indebtedness) of any Investment permitted under Section 9.3 in the ordinary course Ordinary Course of businessBusiness; and · (f) grant Permitted Liens.. 9.5

Transfer; Merger. Without the Lender’s prior written consent, which shall not be unreasonably withheld, the Borrower Credit Parties shall not, either directly or indirectly, permit a Change in Control, merge, consolidate, sell, transfer, license, lease, encumber or otherwise dispose of all or any substantial part of its property or business or all or any substantial part of its assets, or sell or discount (with or without recourse) any of its Notes (as defined in the UCC), Chattel Paper, Payment Intangibles or Accounts; provided, however, that Borrower the Credit Parties may: · : (a) sell or lease Inventory and Equipment in the ordinary course Ordinary Course of business; · Business; (b) upon not less than three (3) Business Days’ prior written notice to Lender, any Subsidiary of Borrower may merge with (so long as Borrower remains the surviving entity), or dissolve or liquidate into, or transfer its property to Borrower; · ; (c) dispose of used, worn-out or surplus equipment in the ordinary course Ordinary Course of business; · Business; (d) discount or write-off overdue Accounts for collection in the ordinary course Ordinary Course of business; · Business; (e) sell or otherwise dispose (including cancellation of Funded Indebtedness) of any Investment permitted under Section 9.3 in the ordinary course Ordinary Course of businessBusiness; and · and (f) grant Permitted Liens.

Transfer; Merger. Without Except for the Lender’s prior written consentmerger of TouchIt Education and TouchIt Technologies into a single Turkish entity wholly owned by Borrower, which shall not be unreasonably withheld, the Borrower shall not, either directly or indirectly, permit a Change in Control, merge, consolidate, sell, transfer, license, lease, encumber or otherwise dispose of all or any substantial part of its property or business or all or any substantial part of its assets, or sell or discount (with or without recourse) any of its Notes (as defined in the UCC), Chattel Paper, Payment Intangibles or Accounts; provided, however, that Borrower may: · : (a) sell or lease Inventory and Equipment in the ordinary course of business; · ; (b) upon not less than three (3) Business Days’ ' prior written notice to Lender, any Subsidiary of Borrower may merge with (so long as Borrower remains the surviving entity), or dissolve or liquidate into, or transfer its property to Borrower; · ; (c) dispose of used, worn-out or surplus equipment in the ordinary course of business; · ; (d) discount or write-off overdue Accounts for collection in the ordinary course of business; · ; (e) sell or otherwise dispose (including cancellation of Funded Indebtedness) of any Investment permitted under Section 9.3 in the ordinary course of business; and · and (f) grant Permitted Liens.

Transfer; Merger. Without Neither the Lender’s prior written consentBorrower, which shall not be unreasonably withheld, nor the Borrower shall notCorporate Guarantor shall, either directly or indirectly, permit a Change in Control, merge, consolidate, sell, transfer, license, lease, encumber or otherwise dispose of all or any substantial part of its property or business or all or any substantial part of its assets, or sell or discount (with or without recourse) any of its Notes (as defined in the UCC), Chattel Paper, Payment Intangibles or Accounts; provided, however, that Borrower the Credit Parties may: · : (a) sell or lease Inventory and Equipment in the ordinary course Ordinary Course of business; · Business of the Credit Parties; (b) upon not less than three (3) Business Days’ prior written notice to Lender, any Subsidiary of Borrower may merge with (so long as the Borrower remains the surviving entity), or dissolve or liquidate into, or transfer its property to Borrower; · ; (c) dispose of used, worn-out or surplus equipment in the ordinary course Ordinary Course of business; · Business of the Credit Parties; (d) discount or write-off overdue Accounts for collection in the ordinary course Ordinary Course of business; · Business of the Credit Parties; (e) sell or otherwise dispose (including cancellation of Funded Indebtedness) of any Investment permitted under Section 9.3 in the ordinary course Ordinary Course of businessBusiness of the Credit Parties; and · and (f) grant Permitted Liens.