Example ContractsClausesLimitation on Fundamental Changes
Limitation on Fundamental Changes
Limitation on Fundamental Changes contract clause examples

. Enter into any merger, consolidation, Division Transaction, 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:

Fundamental Changes. Merge, dissolve, liquidate, divide, 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, except that, so long as no Default or Event of Default exists or would result therefrom:

Limitation on Fundamental Changes. Consummate any merger, amalgamation, statutory share exchange or consolidation or similar transaction (collectively, to “Merge” or a “Merger”, as applicable) involving the Company and its Significant Subsidiaries, or a sale or other disposition of all or substantially all of the assets of Company and its Subsidiaries taken as a whole (any of the foregoing, a “Business Combination”), except that:

Notice on Fundamental Changes. Provide prompt notice if the Borrower enters into any acquisition, merger, consolidation, reorganization, or recapitalization, and will agree not to reclassify its membership interests, or liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution).

Restriction on Fundamental Changes. Neither the Borrower nor any Qualified Borrower shall enter into any merger or consolidation, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), or change its jurisdiction of organization without 10 Business Days’ prior written notice to the Administrative Agent (but subject to the last sentence of Section 9.1), 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 Qualified Borrower’s business or Property, whether now or hereafter acquired, except # in connection with issuance, transfer, conversion or repurchase of limited partnership interests in Borrower or # where such transaction is a merger or consolidation that does not constitute an Event of Default pursuant to Section 11.1(o) or Section 11.1(r).

Limitation on Fundamental Changes. (a) Holdings will not consolidate with or merge with or into, or convey, lease or otherwise transfer all or substantially all its assets to, any Person, unless:

Limitation on Fundamental Changes. Consummate any merger, amalgamation, statutory share exchange or consolidation or similar transaction (collectively, to “Merge” or a “Merger”, as applicable) involving the Company and its Significant Subsidiaries, or a sale or other disposition of all or substantially all of the assets of Company and its Subsidiaries taken as a whole (any of the foregoing, a “Business Combination”), except that:

Restriction on Fundamental Changes. Neither the Company nor any of its Significant 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 Company’s consolidated business or property, whether now or hereafter acquired, except # transactions permitted under [Sections 7.3(B), 7.3(D) or 7.3(G)])])] and, # a Subsidiary of the Company may be merged into or consolidated with the Company (in which case the Company shall be the surviving corporation) or any wholly-owned Domestic Incorporated Subsidiary of the Company, # a Foreign Subsidiary may be merged into or consolidated with any other wholly-owned Foreign Subsidiary (provided that if involving a Foreign Subsidiary Borrower, the Foreign Subsidiary Borrower shall be the surviving corporation), and # any liquidation of any Subsidiary of the Company into the Company or another Subsidiary of the Company, as applicable.

Restriction on Fundamental Changes. Neither the Company nor any of its Significant 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 Company’s consolidated business or property, whether now or hereafter acquired, except # transactions permitted under Sections 7.3(B), (ii) a Subsidiary of the Company or any other Person (other than the Company) may be merged into or consolidated with the Company (in which case the Company shall be the surviving corporation) or any wholly-owned Domestic Incorporated Subsidiary of the Company (in which case such wholly-owned Domestic Incorporated Subsidiary of the Company shall survive), # a Foreign Subsidiary or any other Person (other than the Company or any Domestic Incorporated Subsidiary) may be merged into or consolidated with any other wholly- owned Foreign Subsidiary (in which case the wholly-owned Foreign Subsidiary will survive, and, for the avoidance of doubt, if involving a Foreign Subsidiary Borrower or Foreign Subsidiary Guarantor, the Foreign Subsidiary Borrower or Foreign Subsidiary Guarantor, as applicable, shall be the surviving corporation), and # any dissolution or liquidation of any Subsidiary of the Company into the Company or another Subsidiary of the Company, as applicable.

Enter into any amalgamation, merger, consolidation, reorganization, or recapitalization, or reclassify its Stock, other than in order to consummate a Permitted Acquisition, except for # any amalgamation, merger or consolidation between Loan Parties; provided, that, Parent (if applicable) or such other Borrower must be the surviving entity of any such amalgamation, merger or consolidation to which it is a party, # any amalgamation, merger or consolidation between a Loan Party and Subsidiaries of such Loan Party that are not Loan Parties, so long as such Loan Party is the surviving entity of any such amalgamation, merger or

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