Consolidation, Merger, Sale of Assets. (a) Neither the Borrower nor any of its Material Subsidiaries (in one transaction or series of transactions) will wind up, liquidate or dissolve its affairs, or enter into any transaction of merger or consolidation, except any merger, consolidation, dissolution or liquidation (i) in which the Borrower is the surviving entity or if the Borrower is not a party to such transaction then a Subsidiary is the surviving entity or the successor to the Borrower has unconditionally assumed in writing all of the payment and performance obligations of the Borrower under this Agreement and the other Fundamental Documents, (ii) in which the surviving entity becomes a Subsidiary of the Borrower immediately upon the effectiveness of such merger, consolidation, dissolution or liquidation, or (iii) involving a Subsidiary in connection with a transaction permitted by Section 6.4(b); provided, however, that immediately prior to and on a Pro Forma Basis after giving effect to any such transaction described in any of the preceding clauses (i), (ii) and (iii) no Default or Event of Default has occurred and is continuing.
(b) The Borrower and its Subsidiaries (either individually or collectively and whether in one transaction or series of related transactions) will not sell or otherwise dispose of all or substantially all of the assets of the Borrower and its Subsidiaries, taken as a whole.
Consolidation, Merger, Sale of Assets. The provisions of Article Eight of the Base Indenture are deleted and replaced in their entirety by the provisions of Article Nine of this Supplemental Indenture;
Consolidation, Merger, Sale of Assets. Section 801. Company and Guarantors May Consolidate, etc.,
Consolidation, Merger, Sale of Assets. The Trust may, in accordance with the provisions of this Section:
(1) Consolidate with one or more corporations or trusts to form a new consolidated corporation or trust; or
(2) Merge into a corporation or trust, or have merged into it one or more corporations or trusts; or
(3) Sell, lease, exchange or transfer all, or substantially all, its property and assets, including its good will and franchises. Any such consolidation, merger, sale, lease, exchange or other transfer of all or substantially all of the property and assets of the Trust may be made only upon substantially the terms and conditions set forth in a proposed form of articles of consolidation, articles of merger or articles of sale, lease, exchange or transfer, as the case may be, which are approved by votes of the Trustees and Shareholders holding a majority of the Shares entitled to vote thereon, provided that in the case of a merger in which the Trust is the surviving entity which effects no reclassification or change of any outstanding shares of the Trust or other amendment of this Declaration of Trust, no vote of the Shareholders shall be necessary (and in lieu thereof, the proposed articles of merger shall be approved by a majority of the Trustees) if the number of Shares, if any, of the Trust to be issued or delivered in the merger does not exceed fifteen percent of the number of Shares outstanding (before giving effect to the merger) on the effective date of the merger. Any articles of consolidation, merger, sale, lease, exchange or transfer shall constitute a supplemental Declaration of Trust, copies of which shall be filed as specified in Section 7 of this Article IX.
Consolidation, Merger, Sale of Assets. (a) Neither the Borrower nor any of its Material Subsidiaries (in one transaction or series of transactions) will wind up, liquidate or dissolve its affairs, or enter into any transaction of merger or consolidation, except any merger, consolidation, dissolution or liquidation (i) in which the Borrower is the surviving entity or if the Borrower is not a party to such transaction then a Subsidiary is the surviving entity, (ii) in which the surviving entity becomes a Material Subsidiary of the Borrower immediately upon the effectiveness of such merger, consolidation, dissolution or liquidation or (iii) in connection with a transaction permitted by Section 6.3(b); provided that immediately prior to and on a Pro Forma Basis after giving effect to such transaction no Default or Event of Default has occurred or is continuing.
(b) Sell or otherwise dispose of (i) all or substantially all of the assets of the Borrower and its Subsidiaries, taken as a whole or (ii) all or substantially all of the assets of PHH Mortgage Corporation and its Subsidiaries, taken as a whole; provided that it is understood for purposes of clarity that this Section 6.3(b) shall not prohibit or limit in any respect transactions in the ordinary course of business of the Borrower or any of its Subsidiaries (including but not limited to asset securitization transactions or similar transactions entered into in the ordinary course of business).
Consolidation, Merger, Sale of Assets. Nothing in this Agreement shall preclude the Company from combining, consolidating or merging with or into, transferring all or substantially all of its assets to, or entering into a partnership or joint venture with, another corporation or other entity, or effecting any other kind of corporate combination, provided that, the corporation resulting from or surviving such combination, consolidation or merger, or to which such assets are transferred, or such partnership or joint venture assumes this Agreement and all obligations and undertakings of the Company hereunder. Upon such a consolidation, merger, transfer of assets or formation of such partnership or joint venture, this Agreement shall inure to the benefit of, be assumed by, and be binding upon such resulting or surviving transferee corporation or such partnership or joint venture, and the term "Company," as used in this Agreement, shall mean such corporation, partnership or joint venture, or other entity and this Agreement shall continue in full force and effect and shall entitle the Employee and his heirs, beneficiaries and representatives to exactly the same compensation, benefits, perquisites, payments and other rights as would have been their entitlement had such combination, consolidation, merger, transfer of assets or formation of such partnership or joint venture not occurred.
Consolidation, Merger, Sale of Assets. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, (i) wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation, or (ii) convey, sell, lease or otherwise dispose of (or agree to do any of the foregoing at any future time) in a single transaction or a series of related transactions all or substantially all of the assets of the Borrower and its Restricted Subsidiaries (determined on a consolidated basis) or (iii) consummate an Asset Sale, except that the following shall be permitted:
(a) Asset Sales (other than ones described in clause (i) or (ii) above); provided that (i) no Default or Event of Default exists at such time or would exist immediately after giving effect thereto; (ii) such Asset Sale (x) is for fair market value, as determined in good faith by management of the Borrower (or, in the case of any Permitted Restricted Subsidiary Conversion or Permitted Restricted Asset Sale, to the extent requested by the Administrative Agent or the Required Banks, as determined by a written opinion of value reasonably satisfactory to the Administrative Agent by an Appraisal Firm) and (y) at least 75% of the consideration therefor is received in cash or Cash Equivalents at the closing; (iii) on a pro forma basis after giving effect to such disposition and the use of proceeds thereof, the Borrower shall be in compliance with Section 9.09 for the most recent Test Period; and (iv) to the extent such sale, transfer or disposition constitutes a sale, transfer or disposition of less than 100% of the capital stock of any Restricted Subsidiary of the Borrower in compliance with Section 8.10, after giving effect to such sale, transfer or disposition, the Borrower shall own at least a majority of the capital stock of such Restricted Subsidiary;
(b) any Restricted Subsidiary may be merged or consolidated with or into, or be liquidated into, the Borrower or any other Restricted Subsidiary of the Borrower, or all or any part of its business, properties and assets may be conveyed, leased, sold or otherwise transferred to the Borrower or any other Restricted Subsidiary; provided that (v) in any such merger or consolidation involving the Borrower, the Borrower shall be the surviving corporation, (w) no Default or Event of Default exists or would exist after giving effect thereto, (x) no Excluded Foreign Restricted Subsidiary or Excluded Domestic Restricted Subsidiary may be the surviving corporation of any ...
Consolidation, Merger, Sale of Assets. Company May Merge, Consolidate, etc., Only on Certain Terms Section 8.2. Successor Substituted
Consolidation, Merger, Sale of Assets. Section 6.01. Company May Consolidate, Etc., Only on Certain Terms 55 Section 6.02. Successor Substituted 55
Consolidation, Merger, Sale of Assets. SECTION 801. Company May Consolidate, etc.,
