Example ContractsClausesFundamental Changes; Dispositions
Fundamental Changes; Dispositions
Fundamental Changes; Dispositions contract clause examples

Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, including by means of a "plan of division" under the Delaware Limited Liability Company Act or any comparable transaction under any similar law, or permit any of its Subsidiaries to do (or agree to do) any of the foregoing; provided, however, that any wholly-owned Subsidiary of any Loan Party (other than a Borrower) may be merged into such Loan Party or another wholly-owned Subsidiary of such Loan Party, or may consolidate or amalgamate with another wholly-owned Subsidiary of such Loan Party, so long as # no other provision of this Agreement would be violated thereby, # such Loan Party gives the Agents at least 15 days' prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited to, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), # no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, # the Lenders' rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamation and # the surviving Subsidiary, if any, if not already a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and is a party to a Security Agreement and the Equity Interests of such Subsidiary is the subject of a Security Agreement, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger, consolidation or amalgamation; and

Fundamental Changes; Dispositions. Merge, dissolve, liquidate, consolidate with or into another Person, make any Disposition (including, in each case, pursuant to a Division) or, in the case of any Subsidiary of the REIT, issue, sell or otherwise Dispose of any of such Subsidiary’s Equity Interests to any Person, except:

Fundamental Changes. Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets of Holdings or any Restricted Subsidiary on a consolidated basis, taken as a whole, to any other Person, except that, so long as no Default exists or would result therefrom:

Fundamental Changes. Change its name; change its tax, charter or other organizational identification number; change its form or state of organization, in each case, without 30 days (or such later date as may be agreed by Agent) prior written notice to Agent; liquidate, wind up its affairs or dissolve itself; consummate a statutory division; or merge, combine or consolidate with any Person, whether in a single transaction or in a series of related transactions, except for # mergers, consolidations, amalgamations or combinations of a wholly-owned Subsidiary with another wholly-owned Subsidiary or into a Borrower; or # Permitted Acquisitions.

Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of, all or substantially all of its property or business, except that:

Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions[[Holdings:Organization]] all or substantially all of its assets (whether now owned or hereafter acquired[[Holdings:Organization]] to or in favor of any Person, except that, so long as no Event of Default exists or would result therefrom:

Fundamental Changes. No Borrower shall, without the prior written consent of the Administrator and the Majority Group Agents, permit itself # to merge, consolidate or amalgamate 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, any Person or # to be owned by any Person other than any Servicer or an Affiliate thereof. Each Borrower shall provide the Administrator with at least thirty (30) days’ prior written notice before making any change in such Borrower’s name, location, registered office, domicile or chief executive office or making any other change in such Borrower’s identity, structure or jurisdiction of formation that would impair or otherwise render any UCC financing statement filed in connection with this Agreement “seriously misleading” as such term (or similar term) is used in the applicable UCC or impair the effectiveness of any PPSA financing statement filed in connection with this Agreement; each notice to the Administrator and the Group Agents pursuant to this sentence shall set forth the applicable change and the proposed effective date thereof. Each Borrower will also maintain and implement (or cause the applicable Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Pool Receivables, Monetized Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the applicable Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Pool Receivables and Monetized Receivables (including records adequate to permit # the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable), # the daily identification of each Monetized Receivable and all Monetized Receivable Collections of and adjustments to each existing Monetized Receivable and # the daily identification and segregation of Monetized Receivables from Pool Receivables and Monetized Receivable Collections from Collections.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions[[Borrower:Organization]] all or substantially all of its assets (whether now owned or hereafter acquired[[Borrower:Organization]] to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division[[Borrower:Organization]], except that:

Merge, dissolve, liquidate, consolidate with or into another Person, or 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; provided that, notwithstanding the foregoing provisions of this [Section 8.04] but subject to the terms of [Sections 7.12 and 7.14]4], # any Borrower may merge or consolidate with any of its Subsidiaries provided that such Borrower shall be the continuing or surviving corporation, # any Loan Party other than a Borrower may merge or consolidate with any other Loan Party other than a Borrower, # any Subsidiary that is not a Loan Party may be merged or consolidated with or into any Loan Party provided that such Loan Party shall be the continuing or surviving corporation, # any Subsidiary that is not a Loan Party may be merged or consolidated with or into any other Subsidiary that is not a Loan Party and # any Subsidiary that is not a Loan Party may be dissolved or liquidated so long as # such dissolution or liquidation, as applicable, could not reasonably be expected to have a Material Adverse Effect and # the residual assets of such Subsidiary shall be transferred to a Loan Party.

Fundamental Changes. The Borrower shall not, nor shall the Borrower permit any Restricted Subsidiary to, consolidate, amalgamate or merge with or into or wind up into another Person, or liquidate or dissolve or 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 (other than as part of the Transactions), except that:

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