Consolidations and Mergers None of the Borrowers shall, or permit any Subsidiary to, merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except:
Mergers and Consolidations. Subject to any required action by the stockholders of the Company:
Mergers, Consolidations or Acquisitions. Borrower shall not, and shall not permit any of its Subsidiaries to, # consummate any transaction of merger, statutory division, reorganization, or consolidation without Agent’s written approval, provided that any Borrower or Guarantor may merge with and into any other Borrower or a Guarantor so long as, if a Borrower is a party to any such transaction, a Borrower is the surviving entity, or # transfer, sell, assign, lease, or otherwise dispose of all or substantially all of its Property (other than to a Borrower), or # wind up, liquidate or dissolve, or agree to do any of the foregoing (other than with respect to Special Purpose Subsidiaries (including through the filing of a certificate of cancellation with respect to any Special Purpose Subsidiary)). Any proposed Acquisition (other than a Permitted Acquisition or a transaction permitted by the immediately preceding sentence) requires Required Lenders’ approval. Notwithstanding the foregoing, Borrowers may, with the consent of the Agent, # effect the dissolution of Upstate Motor Company or any other immaterial Subsidiary and # subject to [Section 8.13], make Bulk Purchases.
Section # Mergers and Consolidations
Consolidations, Mergers and Sales of Assets. The Company will not, and will not permit any other Borrower to consolidate or merge with or into, or acquire substantially all of the assets of, any other Person unless # in the case of a merger or consolidation, the Company (in any merger or consolidation to which it is a party) or such other Borrower shall substantially contemporaneously be the ultimate surviving entity, and # the board of directors (or similar governing body) of such other Person shall have approved such consolidation, merger or acquisition. Exclusive of # sales, leases or transfers to the Company and its Subsidiaries, # sales, leases (or subleases), licenses (or sublicenses) or other transfers in the ordinary course of business and dispositions of used, worn-out, obsolete or surplus assets, # sales and dispositions of assets and related rights pursuant to a Permitted Securitization, # the grant of any Lien permitted hereby to the extent it constitutes a transfer of property, # a transfer of assets as a result of any loss of or damage to or any condemnation or other taking or involuntary transfer thereof, # the sale, lease or transfer of non-core assets acquired in connection with any acquisition permitted hereby, the Company will not permit the sale, lease or other transfer to any other Person in any fiscal year of the Company of assets of the Company or its Subsidiaries which, together with all other such assets sold, leased or otherwise transferred during such fiscal year (in each case, valued at net book value) exceeds 15% of the consolidated assets of the Company and its Consolidated Subsidiaries as of the end of the immediately preceding fiscal year of the Company.
SECTION # Consolidations, Mergers and Sale of Assets.
Mergers and consolidations permitted by [Section 8.03];
SECTION #Consolidations, Mergers and Sales of Assets.8089
Section # Consolidations, Mergers and Transfers of Assets. (a) Such Borrower will not consolidate or merge with or into any other Person; provided that such Borrower may consolidate or merge with another Person if:
Mergers, Etc. The will not 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 substantially all of the assets (whether now owned or hereafter acquired) of the and its Subsidiaries (taken as a whole) to any Person, except that the may merge or consolidate with or into any other Person so long as # immediately after giving effect to such transaction, no Default or Event of Default would exist and (ii)(x) the is the surviving corporation or # the surviving Person # is a corporation organized and validly existing under the laws of the United States of America or any State thereof or the District of Columbia, # has long-term senior unsecured, unguaranteed debt securities rated no lower than the lower of # Ba1 by Moody’s or BBB by Standard & Poor’s or # the rating assigned by Moody’s and Standard & Poor’s to the Rated Securities immediately prior to such transaction, # expressly assumes all of the ’s obligations under this Agreement and # provides such information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, as is reasonably requested in writing by the Administrative Agent and such other approvals, opinions or documents consistent with the requirements in [Section 3.01] hereof as the Administrative Agent (in consultation with the Lenders) may reasonably request.
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