Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to,
(a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, provided, that a Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower that are not Loan Parties,
(b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower that is not liquidating or dissolving, or
(c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4.
Restrictions on Fundamental Changes. (a) Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Stock.
(b) Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution).
(c) Convey, sell, lease, license, assign, transfer, or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its assets.
Restrictions on Fundamental Changes. Each Obligor will not, and will not permit any of its Restricted Subsidiaries other than Intermediation Subsidiaries to,
(a) Consolidate, amalgamate or merge with or into another Person (whether or not a Borrower is the surviving corporation) or sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties and assets of the Par Borrower and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:
(i) either
(A) a Borrower or a Guarantor shall be the continuing or surviving Person; provided,
(1) if a Borrower is involved, a Borrower shall be the continuing or surviving Person
(2) if a Guarantor that is not an Intermediation Subsidiary is involved and such other Person is not a Borrower, such Guarantor shall be the continuing or surviving Person, or
(B) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicable) or to which such Disposition will have been made
(1) is organized or existing under the laws of the United States, any state thereof or the District of Columbia and
(2) assumes all the obligations of such Borrower or such Restricted Subsidiary under the Loan Documents pursuant to agreements reasonably satisfactory to the Agent;
(ii) immediately after giving effect to such transaction, no Default or Event of Default exists;
(iii) immediately after giving effect to such transaction on a pro forma basis,
(A) the Borrower or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicable), or to which such Disposition will have been made, will be permitted to incur at least $1.00 of additional Indebtedness under sub-clause (c) of the definition of “Permitted Indebtedness” or
(B) the Fixed Charge Coverage Ratio for the Par Borrower immediately after such transactions would be higher than prior to such transaction; and
(iv) each Guarantor, unless such Guarantor is the Person with which a Borrower has entered into a transaction under this covenant, will have by amendment to the Guaranty and Security Agreement confirmed that the Guaranty and Security Agreement will apply to the obligations of the Borrower or the surviving Person in accordance with this Agreement, in a manner reasonably satisfactory to the Agent.
(b) lease all or substantially all of the properties or assets of the Par Borrower and i...
Restrictions on Fundamental Changes. Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its capital stock, or liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, assign, lease, transfer, or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its property or assets.
Restrictions on Fundamental Changes. (i) Enter into any merger or consolidation or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution); or
(ii) Engage in any line of business other than as expressly permitted under Section 7.8; or
(iii) Except upon prior written notice to Lender, move its chief executive office from the State of California.
Restrictions on Fundamental Changes. Enter into any acquisition, merger, consolidation, reorganization, or recapitalization, or reclassify its capital stock, or liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, assign, lease, transfer, or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its business, property, or assets, whether now owned or hereafter acquired, or acquire by purchase or otherwise all or substantially all of the properties, assets, stock, or other evidence of beneficial ownership of any Person.
Restrictions on Fundamental Changes. The Borrower will not, and will not permit any of its Material Subsidiaries to, merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or a substantial portion of its assets (whether now owned or hereafter acquired) to any Person, or enter into any partnership, joint venture, syndicate, pool or other combination, unless no Event of Default or Potential Event of Default has occurred and is continuing or would result therefrom and, in the case of a merger or consolidation of the Borrower, (i) the Borrower is the surviving entity or (ii) the surviving entity assumes all of the Borrower's obligations under this Agreement in a manner satisfactory to the Requisite Lenders.
Restrictions on Fundamental Changes. (a) Consolidate, merge or enter into any analogous reorganization or transaction with any Person.
(b) Amend or otherwise modify Borrower's articles of organization or operating agreement in any way which will have an adverse impact on Lender.
Restrictions on Fundamental Changes. Other than in connection with the Redomestication Transactions, neither the Borrower nor, after the Redomestication Effective Date, Holdings, shall merge, consolidate, amalgamate or complete a scheme of arrangement with any other Person, or cause or permit any dissolution of the Borrower or, after the Redomestication Effective Date, Holdings, or liquidation of its assets, or sell, transfer or otherwise dispose of all or substantially all of the Borrower’s or, after the Redomestication Effective Date, Holdings’, assets, except that:
(a) The Borrower may merge into, or consolidate, amalgamate or complete a scheme of arrangement with, any other Person if upon the consummation of any such merger, consolidation, amalgamation or scheme of arrangement (x) the Borrower is the surviving Person to any such merger, consolidation, amalgamation or scheme of arrangement, or (y) the surviving Person (I) is organized under the laws of a Permitted Jurisdiction, (II) shall assume all obligations of the Borrower under this Agreement and the other Credit Documents pursuant to an assumption agreement in form and substance reasonably satisfactory to the Administrative Agent, and (III) shall deliver or cause to be delivered to the Administrative Agent with respect to such transactions and assumption agreement, certificates, opinions and other documents of the types described in Section 6.19(b), all in form and substance reasonably satisfactory to the Administrative Agent;
(b) Holdings may merge into, or consolidate, amalgamate or complete a scheme of arrangement with, any other Person if upon the consummation of any such merger, consolidation, amalgamation or scheme of arrangement (x) Holdings is the surviving Person to any such merger, consolidation, amalgamation or scheme of arrangement, or (y) the surviving Person (I) is organized under the laws of a Permitted Jurisdiction, (II) shall assume all obligations of Holdings under the Holdings Guaranty pursuant to an assumption agreement, or pursuant to a new Guaranty, in each case in form and substance reasonably satisfactory to the Administrative Agent, and (III) shall deliver or cause to be delivered to the Administrative Agent with respect to such transactions and agreements, certificates, opinions and other documents of the types described in Section 6.19(b), all in form and substance reasonably satisfactory to the Administrative Agent;
(c) The Borrower may sell or transfer all or substantially all of its assets (including sto...
Restrictions on Fundamental Changes. (a) Consolidate, merge or enter into any analogous reorganization or transaction with any Person.
(b) Amend or otherwise modify Borrower’s articles of incorporation or by-laws.
