Mergers, Consolidations, Sales. Not, and not permit any Subsidiary to,
(a) be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any Equity Interests of any class of, or any partnership or joint venture interest in, any other Person, except for Investments otherwise permitted by Section 11.9,
(b) sell, transfer, convey or lease all or substantially all of its assets (including the sale of all or substantially all of the Equity Interests of any Subsidiary) except (i) for sales of inventory and obsolete equipment in the ordinary course of business or (ii) so long as no Unmatured Event of Default or Event of Default has occurred and is continuing or
(c) sell or assign with or without recourse any receivables; except that the restrictions set forth in clauses (a)-(c) above shall not apply to
(i) any merger, consolidation, sale, transfer, conveyance, lease or assignment of or by any Subsidiary into the Company (provided that the Company shall be the continuing or surviving entity) or any other Subsidiary;
(ii) any such purchase or other acquisition by the Company or any Subsidiary of the assets or Equity Interests of any Subsidiary;
(iii) any Subsidiary may liquidate, dissolve or wind-up if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders;
(iv) the discount or sale, in each case without recourse and in the ordinary course of business, of past due receivables arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale or financing of receivables),
(v) Investments made in accordance with Section 11.9,
(vi) Liens incurred in compliance with Section 11.2,
(vii) any Acquisition (a) existing on, or contractually committed to or contemplated as of, the Effective Date and (b) any modification, replacement, renewal or extension of any Investment described in clause (a) above so long as no such modification, replacement, renewal or extension increases the amount of such Investment except by the terms thereof in effect on the Effective Date (including as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities) or as otherwise permitted by this Section 11.4,
(viii) any Acquisition by the Company, any Subsidiary or any Insurance Subsidiary w...
Mergers, Consolidations, Sales. In the case of any consolidation or merger of the Company with another entity (regardless of whether the Company is the surviving entity), or the sale of all or substantially all of its assets to another entity, or any reorganization or reclassification of the Common Stock or other equity securities of the Company, then, as a condition of such consolidation, merger, sale, reorganization or reclassification, lawful and adequate provision shall be made whereby the Holder shall thereafter have the right to receive upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore purchasable hereunder, such shares of stock, securities or assets (including, without limitation, cash), if any, as may (by virtue of such consolidation, merger, sale, reorganization or reclassification) be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore so purchasable hereunder had such consolidation, merger, sale, reorganization or reclassification not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon exercise of this Warrant. The Company shall not effect any such consolidation, merger or sale unless (a) the Company provides the holder hereof with not less than 10 days prior written notice of such consolidation, merger or sale (provided that the failure to give such notice shall not affect the validity of such corporate event), and (b) prior to the consummation thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the entity purchasing such assets assumes, by written instrument, the obligation to deliver to each such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to acquire.
Mergers, Consolidations, Sales. In the case of any consolidation or merger of the Partnership with another entity, or the sale of all or substantially all of its assets to another entity, or any reorganization or reclassification or liquidation of the common interests or other common equity securities of the Partnership (including, without limitation, any change in the Partnership’s form of organization from a partnership to a corporation), then, at the reasonable discretion of the Committee, but subject to the Partnership Agreement, provision shall be made whereby the Holder shall thereafter have the right to receive upon exercise of this Option (in accordance with and subject to the terms and conditions specified herein) and in lieu of the Class A Common Units hereinbefore described immediately theretofore purchasable hereunder, solely such interests, shares of stock, securities or assets (including cash) as would (by virtue of such consolidation, merger, sale, reorganization, reclassification or liquidation) have been issued or payable with respect to or in exchange for such Class A Common Units had such consolidation, merger, sale, reorganization, reclassification or liquidation taken place immediately following exercise hereof, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof shall thereafter be applicable, as nearly as may be, in relation to any interests, shares of stock, securities or assets thereafter deliverable upon exercise of this Option.
Mergers, Consolidations, Sales. (a) Make any Acquisition; nor merge or consolidate or amalgamate with any other Person or take any other action having a similar effect, nor enter into any joint venture or similar arrangement with any other Person, except (i) any Acquisition by the Company or any Guarantor where (collectively, “Permitted Acquisitions”):
(A) the business or division acquired are for use, or the Person acquired is engaged, in businesses similar to those engaged in by the Loan Parties on the Closing Date;
(B) immediately before and after giving effect to such Acquisition, no Event of Default or Unmatured Event of Default shall exist;
(C) the aggregate consideration to be paid by the Loan Parties (including any Debt assumed or issued in connection therewith, the amount thereof to be calculated in accordance with GAAP) in connection with such Acquisition (or any series of related Acquisitions) shall not exceed $5,000,000, and all such Acquisitions in any Fiscal Year shall not exceed $15,000,000;
(D) immediately after giving effect to such Acquisition, the Company is in pro forma compliance with all the financial ratios and restrictions set forth in Section 11.13;
(E) in the case of the Acquisition of any Person, the Board of Directors of such Person has approved such Acquisition;
(F) after giving effect to any Acquisition and after giving effect to the working capital needs of the acquired business, the Revolving Loan Availability shall equal or exceed $7,000,000;
(G) reasonably prior to such Acquisition, the Administrative Agent shall have received complete executed or conformed copies of each material document, instrument and agreement to be executed in connection with such Acquisition together with all lien search reports and lien release letters and other documents as the Administrative Agent may require to evidence the termination of Liens on the assets or business to be acquired, provided that the Lien termination may occur simultaneously with the closing of such Acquisition;
(H) not less than ten Business Days prior to such Acquisition, the Administrative Agent shall have received an acquisition summary with respect to the Person and/or business or division to be acquired, such summary to include a reasonably detailed description thereof (including financial information) and operating results (including financial statements for the most recent 12 month period for which they are available and as otherwise available), the material terms and conditions, including economic ...
Mergers, Consolidations, Sales. Not, and not permit any Subsidiary to, be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, or sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any receivables, except for (a) any such merger or consolidation, sale, transfer, conveyance, lease or assignment of or by any wholly-owned Subsidiary into the Company or into, with or to any other wholly-owned Subsidiary; (b) any such purchase or other acquisition by the Company or any wholly-owned Subsidiary of the assets or stock of any wholly- owned Subsidiary; (c) the acquisition of the BioGro Companies; (d) any such purchase or other acquisition by the Company or any wholly-owned Subsidiary of the assets or stock of any other Person where (1) such assets (in the case of an asset purchase) are for use, or such Person (in the case of a stock purchase) is engaged in business activities permitted under Section 10.19; (2) immediately before or after giving effect to such purchase or acquisition, no Event of Default or Unmatured Event of Default shall have occurred and be continuing; (3) either (i) (x) the aggregate consideration to be paid by the Company and its Subsidiaries (including any Debt assumed or issued in connection therewith, the amount thereof to be calculated in accordance with GAAP) in connection with such purchase or other acquisition (or any series of related acquisitions) is not greater than $25,000,000 and (y) the aggregate consideration to be paid in cash or by the assumption or issuance of Debt by the Company and its Subsidiaries in connection with such purchase or acquisition (or any series of related acquisitions) is not greater than $10,000,000 or (ii) the Required Banks have consented to such purchase or acquisition; (4) the Company is in pro forma compliance with all the financial ratios and restrictions set forth in Section 10.6; and (5) immediately after giving effect to such purchase or acquisition, the Revolving Commitment is at least $2,000,000 greater than the Revolving Outstandings and (e) sales and dispositions of assets (including the stock of Subsidiaries) so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year (other than sales of transportation and spreading equipment) does not exceed $500,000.
Mergers, Consolidations, Sales. None of the Borrowers shall be a -------- --------------- ----- party to any merger, consolidation or exchange of stock, or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership or joint venture interest in, any other Person except as otherwise provided in this (S)8.4, or sell, transfer, convey or lease any assets or group of assets (except (i) sales of equipment in the ordinary course of business or (ii) other sales of assets by the Borrowers not to exceed an aggregate book value of $15,000,000) or sell or assign, with or without recourse, any receivables. The Borrowers may purchase or otherwise acquire all or substantially all of the assets or stock of, or joint venture interest in, or (in the case of any Borrower other than the Parent) may merge with any Person provided that (a) the Agents and the Lenders shall have been provided with a Compliance Certificate demonstrating that the Borrowers are in current compliance with and, after giving effect to the proposed transaction (including any borrowings made or to be made in connection therewith), will continue to be in compliance with, all of the covenants in (S)9 hereof as of the date of consummation of the transaction; (b) the proposed transaction will not otherwise create a Default or an Event of Default hereunder; (c) the business to be acquired involves the
(i) all of the assets to be acquired shall be placed in an existing or newly created Subsidiary of the Parent which is a Borrower and, in the case of a U.S. acquisition, 100% of the stock of which has been or will be pledged to the Managing Agent for the benefit of the Lenders, or (ii) in the case of a stock acquisition, the acquired company shall become, or shall be merged with a Borrower that is a wholly-owned Subsidiary of the Parent and, in the case of a U.S. stock acquisition, the acquired stock shall be pledged to the Managing Agent for the benefit of the Lenders; (e) in the case of a merger, the surviving entity shall be a Borrower; (f) a copy of the purchase agreement, together with all financial statements received by the Borrowers for any Subsidiary to be acquired or created shall have been furnished to the Agents and the Lenders; (g) the aggregate cash consideration (or the Dollar Equivalent thereof) to be paid in connection with any one such transaction (including the amount of all Indebtedness assumed in connection therewith) does not exceed $20,000,000; and (h) the aggregate ...
Mergers, Consolidations, Sales of Assets and Acquisitions. Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any part of its assets (whether now owned or hereafter acquired), or issue, sell, transfer or otherwise dispose of any Equity Interests of Intermediate Holdings, the U.S. Borrower or any Subsidiary or preferred equity interests of Holdings, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that this Section shall not prohibit:
(i) the purchase and sale of inventory in the ordinary course of business by the U.S. Borrower or any Subsidiary, (ii) the acquisition of any other asset in the ordinary course of business by the U.S. Borrower or any Subsidiary, (iii) the sale of surplus, obsolete or worn out equipment or other property in the ordinary course of business by the U.S. Borrower or any Subsidiary or (iv) the sale of Permitted Investments in the ordinary course of business;
(b) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing, (i) the merger of any Subsidiary into a Borrower in a transaction in which such Borrower is the surviving corporation, (ii) the merger or consolidation of any Subsidiary into or with any Subsidiary Loan Party in a transaction in which the surviving or resulting entity is a Subsidiary Loan Party (which shall be a Domestic Subsidiary Loan Party if any party to such merger or consolidation shall be a domestic Subsidiary) and, in the case of each of clauses (i) and (ii), no person other than a Borrower or Subsidiary Loan Party receives any consideration, (iii) the merger or consolidation of any Subsidiary that is not a Subsidiary Loan Party into or with any other Subsidiary that is not a Subsidiary Loan Party or (iv) the liquidation or dissolution of any Subsidiary (other than a Borrower) if the U.S. Borrower determines in good faith that such liquidation or dissolution is in the best interests of the U.S. Borrower and is not materially disadvantageous to the Lenders;
(c) sales, transfers, leases or other dispositions to the U.S. Borrower or a Subsidiary (upon voluntary liquidation or otherwise); provided that any sales, transfers, leases or other dispositions by a Loan Party to a Subsidiary that is...
Mergers, Consolidations, Sales. Not, and not permit any Subsidiary to, be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, or sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any receivables, except for (a) any such merger or consolidation, sale, transfer, conveyance, lease or assignment of or by any wholly-owned Subsidiary into the Company or into, with or to any other wholly-owned Subsidiary; (b) any such purchase or other acquisition by the Company or any wholly-owned Subsidiary of the assets or stock of any wholly-owned Subsidiary; (c) any such purchase or other acquisition by the Company or any wholly-owned Subsidiary of the assets or stock of any other Person where (1) such assets (in the case of an asset purchase) are for use, or such Person (in the case of a stock purchase) is engaged in the management, processing, collection, handling and disposal of non-hazardous bio-solid wastes, animal manures, and green or other organic waste or similar non-hazardous waste-related business activities; (2) immediately before or after giving effect to such purchase or acquisition, no Event of Default or Unmatured Event of Default shall have occurred and be continuing; (3) either (i) (x) the aggregate consideration to be paid by the Company and its Subsidiaries (including any Debt assumed or issued in connection therewith, the amount thereof to be calculated in accordance with GAAP) in connection with such purchase or other acquisition (or any series of related acquisitions) is not greater than $15,000,000 and (y) the aggregate consideration to be paid in cash or by the assumption or issuance of Debt by the Company and its Subsidiaries in connection with such purchase or acquisition (or any series of related acquisitions) is not greater than $7,000,000 or (ii) the Required Banks have consented to such purchase or acquisition; and (4) the Company is in pro forma compliance with all the financial ratios and restrictions set forth in Section 10.6; and (d) sales and dispositions of assets (including the stock of Subsidiaries) so long as (1) the net book value of all assets sold or otherwise disposed of in any Fiscal Year (other than assets referred to in clause (2)) does not exceed $500,000 and (2) such assets are listed on Schedule 10.11.
Mergers, Consolidations, Sales. Not, and not permit any other Loan Party or any Subsidiary of any Loan Party to (a) be a party to any merger or consolidation, (b) sell, transfer, dispose of, convey or lease any of its assets or Capital Securities (including the sale of Capital Securities of any Subsidiary) except for (x) sales of inventory in the ordinary course of business and (y) the issuance of Capital Securities of the Borrower, (c) license or dispose of any intellectual property other than (x) non-exclusive licenses of intellectual property of any Loan Party in the ordinary course of business (for the avoidance of doubt licenses to a competitor of the Loan Parties shall be deemed outside of the ordinary course of business) and (y) a Permitted Exclusive License, provided, that each such license in clauses (x) and (y) does not materially impair the value of such intellectual property as collateral for the Obligations, or (d) sell or assign with or without recourse any receivables, except for (i) any such merger, consolidation, sale, transfer, conveyance, lease or assignment of or by any domestic Wholly-Owned Subsidiary into Borrower or into any other domestic Wholly-Owned Subsidiary; and (ii) any such purchase or other acquisition (x) by a Loan Party of the assets or Capital Securities of any domestic Wholly-Owned Subsidiary, or (y) by a foreign Subsidiary of the assets or Capital Securities of another foreign Subsidiary.
Mergers, Consolidations, Sales. Not, and not permit any other MPW Company to, (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, (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 for (i) any such merger, consolidation, sale, transfer, conveyance, lease or assignment of or by any Wholly-Owned Subsidiary into the Company or into any other domestic Wholly-Owned Subsidiary; (ii) any such purchase or other acquisition by the Company or any domestic Wholly-Owned Subsidiary of the assets or Capital Securities of any Wholly-Owned Subsidiary; (iii) sales and dispositions of assets (including the Capital Securities of Subsidiaries) for at least fair market value (as determined by the Board of Directors of the Company) so long as the net book value of all assets sold or otherwise disposed of in any Fiscal Year does not exceed 10% of the net book value of the consolidated assets of the MPW Companies as of the last day of the preceding Fiscal Year.
