Restriction on Fundamental Changes definition

Restriction on Fundamental Changes. Guarantor Equity Ownership: Release of Guarantor. Neither the Borrower nor any of its Subsidiaries shall enter into any merger or consolidation, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or substantially all of the Borrower's or any such Subsidiary's business or property, whether now or hereafter acquired, except (i) transactions permitted under Sections 7.3(A) or 7.3(D), (ii) a Subsidiary of the Borrower may be merged into, liquidated into or consolidated with the Borrower (in which case the Borrower shall be the surviving corporation) or any wholly-owned Subsidiary of the Borrower (or entity acquired in connection with an Acquisition permitted pursuant to Section 7.3(D)): provided that if a Guarantor is merged into, liquidated into or consolidated with another Subsidiary of the Borrower (or entity so acquired), the surviving Subsidiary (or entity so acquired) shall also be or shall become a Guarantor. Other than as a result of a transaction permitted under the terms of this Agreement, the Borrower shall not cease to own, of record and beneficially, with sole voting and dispositive power at least 80% of the outstanding shares of Capital Stock of each of the Guarantors and shall not cease to have the power, directly or indirectly, to elect (a) a majority of the members of the board of directors of each of the Guarantors and (b) if under the applicable articles or certificate of incorporation (or similar governing document), shareholder's agreements or under applicable law a higher percentage of the board of directors is required for the consummation of any transaction by any Guarantor, then such larger percentage of the members of the board of directors. Upon the sale of a Guarantor to a third-party that is not an Affiliate of the Borrower, such Guarantor, if such sale was made in compliance with the terms of the Agreement, shall be automatically released from its Obligations under the Guaranty. The Borrower shall provide the Administrative Agent with evidence reasonably satisfactory to the Administrative Agent of such sale's compliance with the terms of this Agreement prior to giving effect to the automatic release.
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Examples of Restriction on Fundamental Changes in a sentence

  • Each Loan Party shall preserve and maintain its legal existence, rights (charter and statutory) and franchises, except as permitted by Sections 8.4 (Sale of Assets) and 8.7 (Restriction on Fundamental Changes; Acquisitions).

  • The Borrower shall, and shall cause each Subsidiary of the Borrower to, preserve and maintain its legal existence, rights (charter and statutory) and franchises, except as permitted by Sections 8.4 (Sale of Assets) and 8.7 (Restriction on Fundamental Changes; Permitted Acquisitions) and 8.11 (Modification of Constituent Documents).

  • The Borrower shall, and shall cause each Subsidiary of the Borrower to, preserve and maintain its legal existence, rights (charter and statutory) and franchises, except in the case of a Subsidiary of the Borrower, where the failure to do so would not reasonably be expected to have a Material Adverse Effect, and as otherwise permitted by Sections 8.4 (Sale of Assets) and 8.6 (Restriction on Fundamental Changes).

  • The Borrower shall, and shall cause each Subsidiary of the Borrower to, preserve and maintain its legal existence, rights (charter and statutory) and franchises, except as permitted by Sections 8.4 (Sale of Assets) and 8.7 (Restriction on Fundamental Changes).

  • The Company shall, and shall cause each Subsidiary of the Company to, preserve and maintain its legal existence, rights (charter and statutory) and franchises, except as permitted by Sections 8.4 (Sale of Assets) and 8.6 (Restriction on Fundamental Changes).

  • Restriction on Fundamental Changes; Purchases and Sale of Assets................55 SECTION 5.21.

  • Each of Holdings and each Borrower shall, and each Borrower shall cause each of its Subsidiaries to, preserve and maintain its legal existence, rights (charter and statutory) and franchises, except as permitted by Sections 8.3 (Investments), 8.4 (Sale of Assets) and 8.7 (Restriction on Fundamental Changes; Permitted Acquisitions).

  • Each Borrower shall, and shall cause each of its Subsidiaries to, preserve and maintain its legal existence, rights (charter and statutory) and franchises, except as permitted by Sections 8.4 (Sale of Assets) and 8.7 (Restriction on Fundamental Changes; Permitted Acquisitions).

  • The Borrower shall, and shall cause each of its Material Subsidiaries to, preserve and maintain, its corporate existence, rights (charter and statutory) and franchises, except as permitted by Section 8.6 (Restriction on Fundamental Changes).

  • The Borrower shall, and shall cause each of its Subsidiaries to, preserve and maintain (a) its legal existence and (b) except to the extent any failure to preserve and maintain the same could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, its rights (charter and statutory) and franchises, except, in each case, as permitted by Sections 8.3 (Investments), 8.4 (Sale of Assets) and 8.7 (Restriction on Fundamental Changes; Permitted Acquisitions).