Restriction on Fundamental Changes; Asset Sales. Borrowers shall not, and shall not permit their respective Subsidiaries to, alter the legal form of organization of Company or any of its Subsidiaries, or enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor), transfer or otherwise dispose of (including by discount or compromise), in one transaction or a series of transactions, all or any part of its business, property or assets (including its notes or receivables and Capital Stock of a Subsidiary, whether newly issued or outstanding) or its interests in or claims against any Project, in each case whether now owned or hereafter acquired, except:
(i) any Borrower may be merged with or into a Borrower, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to a Borrower; provided, that no such transaction shall result in the obligee or beneficiary of any Indebtedness or Contingent Obligation (other than the Obligations) having greater recourse to assets or Persons for the payment or collection of such Indebtedness or Contingent Obligation than such obligee or beneficiary had immediately prior to such transaction;
(a) any Subsidiary of Company that is not a Borrower may be merged with or into any other Subsidiary of Company that is not a Borrower, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to another Subsidiary that is not a Borrower, provided, that no such transaction shall result in the obligee or beneficiary of any Indebtedness or Contingent Obligation (other than the Obligations) having greater recourse to assets or Persons for the payment or collection of such Indebtedness or Contingent Obligation than such obligee or beneficiary had immediately prior to such transaction; and (b) any Immaterial Foreign Subsidiary may be merged with or into any Borrower, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to a Borrower, provided, that (1) no such transaction shall result in the obl...
Restriction on Fundamental Changes; Asset Sales. Company shall not, and shall not permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor), transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of its business, property or assets, whether now owned or hereafter acquired, except:
(i) any Subsidiary of Company may be merged with or into Company or any wholly-owned Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any wholly-owned Subsidiary; provided that, in the case of such a merger, Company or such wholly-owned Subsidiary shall be the continuing or surviving Person; and
(ii) any Person may be merged with or into Company or any Subsidiary if the acquisition of the Capital Stock of such Person by Company or such Subsidiary would have been permitted pursuant to subsection 7.2; provided that (a) in the case of Company, Company shall be the continuing or surviving Person, (b) if a Subsidiary is not the surviving or continuing Person, the surviving Person becomes a Subsidiary and (c) no Potential Event of Default or Event of Default shall have occurred or be continuing after giving effect thereto.
Restriction on Fundamental Changes; Asset Sales. Holdings shall not, and shall not permit any of its Subsidiaries to, alter the corporate, capital or legal structure of Holdings or any of its Subsidiaries, including the creation or acquisition of any Subsidiaries, or enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, sub-lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, property or fixed assets, whether now owned or hereafter acquired, or acquire by purchase or otherwise all or a substantial portion of the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business of any Person, except:
(i) Holdings may consummate the IPO;
(ii) Company and its Subsidiaries may make Consolidated Capital Expenditures permitted under subsection 7.8 and Development Investments (to the extent such Development Investments do not constitute Consolidated Capital Expenditures) permitted under subsection 7.3(vi);
(iii) Company and its Subsidiaries may sell or otherwise dispose of assets in transactions that do not constitute Asset Sales; provided that the consideration received for such assets shall be in an amount at least equal to the fair market value thereof;
(iv) Company and its Subsidiaries may sell or otherwise dispose of damaged, worn-out or obsolete assets that are no longer necessary for the proper conduct of their respective business for fair market value in the ordinary course of business;
(v) Company and its Subsidiaries may sell grocery stores (including equipment therein acquired after the Closing Date) opened or acquired after the 136 (Credit Agreement) 144 Closing Date and grocery store equipment, warehouse equipment, distribution equipment and office equipment, in each case acquired after the Closing Date, in connection with a concurrent lease-back of such grocery stores (including such equipment) and such grocery store equipment, warehouse equipment, distribution equipment and office equipment to the extent such transactions are permitted under subsection 7.10;
(vi) Company and its Subsidiaries may lease or sublease any of their respective real or personal property in the ordinary course of business;
(vii) (A) any wholly-owned Subsidiary of Company may be merged or consolidated with or into Company or any wholly-owned Subsidiary of Company, or all or...
Restriction on Fundamental Changes; Asset Sales. Company shall not, and shall not permit any of its Subsidiaries to, alter the corporate, capital or legal structure of Company or any of its Subsidiaries, or enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor), transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, property or assets (including its notes or receivables and Capital Stock of a Subsidiary, whether newly issued or outstanding), whether now owned or hereafter acquired, except:
Restriction on Fundamental Changes; Asset Sales. Parent shall not, and shall not permit any of its Subsidiaries to, alter the corporate, capital or legal structure of Parent or any of its Subsidiaries, form, create or acquire any new Subsidiary after the date of this Agreement, or enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor), transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, property or assets (including its notes or receivables and Capital Stock of a Subsidiary, whether newly issued or outstanding), whether now owned or hereafter acquired, except:
(i) Parent and the Station Borrowers may sell or otherwise dispose of assets in transactions that do not constitute Asset Sales; provided that the consideration received for such assets shall be in an amount at least equal to the fair market value thereof;
(ii) Parent and the Station Borrowers may dispose of obsolete, worn out or surplus property in the ordinary course of business;
(iii) Parent and the Station Borrowers may make Asset Sales required under subsection 5.11,; provided that (a) the consideration received for such assets shall be in an amount at least equal to the fair market value thereof; (b) the sole consideration received shall be cash (except for any assumption of liabilities by the purchaser of such assets; provided the aggregate value of all such non-cash consideration does not exceed 10% of the total consideration received in such Asset Sale); (c) no Potential Event of Default or Event of Default shall have occurred or be continuing at the time such Asset Sale occurs or after giving effect thereto (except in the case of Asset Sales required under subsection 5.11); and (d) the proceeds of such Asset Sales shall be applied as required by subsection 2.4B(iii)(a) or subsection 2.4D; and
(iv) the Acquisitions may occur on the Closing Date in accordance with the terms and conditions of the Acquisition Agreements.
Restriction on Fundamental Changes; Asset Sales. Subsection 7.7 of the Credit Agreement is amended by inserting the following after the last paragraph thereof:
Restriction on Fundamental Changes; Asset Sales. Borrower shall not, nor shall it permit any of its Subsidiaries to, alter the corporate, capital or legal structure of Borrower or any of its Subsidiaries, or enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sublessor), transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, property or assets (including its notes or receivables and stock or other ownership interests of a Subsidiary, whether newly issued or outstanding), whether now owned or hereafter acquired, except:
(i) any Subsidiary of Borrower may be merged with or into Borrower or any Guarantor, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower or any Guarantor; provided that, in the case of such a merger, Borrower or such Guarantor shall be the continuing or surviving Person; any Foreign Loan Party may be merged with or into any other Foreign Loan Party in the same Approved Jurisdiction (except for any merger by any Australian Joy Loan Party with or into any Australian P&H Loan Party and any merger by any Australian P&H Loan Party with or into any Australian Joy Loan Party) or into any other Foreign Loan Party to the extent a part of the UK Restructuring, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Foreign Loan Party in the same Approved Jurisdiction (except for any such transaction between any Australian Joy Loan Party and any Australian P&H Loan Party); any Immaterial Subsidiary may be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or series of transactions, to Borrower, any Guarantor, any other Immaterial Subsidiary or any Foreign Loan Party;
(ii) Borrower and its Subsidiaries may sell or otherwise dispose of assets in transactions that do not constitute Asset Sales; provided that the consideration received for such assets shall be in an amount at least equal to the fair market value thereof;
(iii) Borrower and its Subsi...
Restriction on Fundamental Changes; Asset Sales. The Company shall not, and shall not permit any of its Subsidiaries to, alter the corporate, capital or legal structure of the Company or any of its Subsidiaries, create any new Subsidiaries or enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, sub-lease, transfer or otherwise dispose of all or any substantial part of its business or assets, whether now owned or hereafter acquired, or acquire by purchase or otherwise all or a substantial part of the business or assets of, or Capital Stock or other evidence of beneficial ownership of, any Person or any unit or division thereof, except the Company and its Subsidiaries may acquire inventory, equipment and other assets in the ordinary course of business.
Restriction on Fundamental Changes; Asset Sales. Subsection 7.7 of the Credit Agreement is hereby amended by adding the following to the end of clause (i) thereof: “; and any Foreign Loan Party may be merged with or into any other Foreign Loan Party in the same Approved Jurisdiction, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Foreign Loan Party in the same Approved Jurisdiction;”
Restriction on Fundamental Changes; Asset Sales. Neither RoomSystems nor RSi BRE shall, without RSG's prior written consent, directly or indirectly:
(i) be a part to any merger or consolidation; or
(ii) sell, transfer, convey, lease or otherwise dispose of all or a substantial part of the assets taken as a whole of RoomSystems and/or RSi BRE, or sell, transfer, convey, lease or otherwise dispose of any stock, ownership interest or other equity interest, in a single transaction or a series of transactions, representing more than 51% of the outstanding capital stock of RoomSystems and/or RSi BRE. Notwithstanding the foregoing:
