Liquidations, Mergers, Consolidations, Acquisitions Clause Samples

Liquidations, Mergers, Consolidations, Acquisitions. Holdings shall not, and shall not permit any of its Material Subsidiaries to, dissolve, liquidate, or wind-up its affairs, or become a party to any amalgamation, merger or consolidation, or acquire by purchase, lease, or otherwise all or substantially all of the assets or capital stock of or other ownership interest in any other Person, provided that (1) any Material Subsidiary may consolidate, amalgamate or merge into Holdings or any other Material Subsidiary provided that the Company may not merge, amalgamate or consolidate with Holdings, and the Company may only merge, amalgamate or consolidate with another Material Subsidiary if the Company is the surviving entity of such merger, amalgamation or consolidation; and (2) Holdings or any Material Subsidiary may acquire, whether by purchase, by amalgamation or by merger, (A) all of the ownership interests of another Person or (B) substantially all of the assets of another Person or of a business or division of another Person (each a “Permitted Acquisition”), provided that each of the following requirements is met: (i) if Holdings or any Material Subsidiary is acquiring the ownership interests in such Person and such Person meets the criteria for a Material Subsidiary set forth in the definition of such term at Section 1.01, such Person shall execute a Guarantor Joinder and join this Agreement as a Guarantor pursuant to Section 10.18 [Joinder of Guarantors] on or before the date of such Permitted Acquisition; (ii) the board of directors or other equivalent governing body of such Person shall have approved such Permitted Acquisition and Holdings or the relevant Material Subsidiary shall have delivered to the Banks written evidence of such approval of the board of directors (or equivalent body) of such Person for such Permitted Acquisition; (iii) the business acquired, or the business conducted by the Person whose ownership interests are being acquired, as applicable, shall be substantially the same as, or otherwise complementary or related to, one or more lines of business conducted by Holdings or any Material Subsidiary, or otherwise incidental to the business of a financial services company, and shall comply with Section 7.02(j) [Continuation of or Change in Business]; (iv) no Potential Default or Event of Default shall exist immediately prior to and after giving effect to such Permitted Acquisition; and (v) upon the reasonable request of Agent, Holdings or the relevant Material Subsidiary shall deliver to ...

Liquidations, Mergers, Consolidations, Acquisitions. No Loan Party shall, and no Loan Party shall permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person; provided that (i) any Loan Party other than the Borrower may consolidate with or merge into another Loan Party which is wholly-owned by one or more of the other Loan Parties; (ii) any Loan Party may be liquidated if such Loan Party has no assets or liabilities; and (iii) any Loan Party shall be entitled to acquire by purchase or by merger all of the ownership interest, or substantially all of the assets, of a Person as long as each of the following requirements are met (A) there does not then, or immediately after such acquisition, exist any Potential Default or Event of Default; (B) if any Loan Party acquires the ownership interests in a Person, such Person shall execute a Guarantor Joinder and other documents and join this Agreement simultaneously with such acquisition, as contemplated by Section 7.2(i) [Subsidiaries, Partnerships and Joint Ventures]; (C) the boards of directors of the Loan Party acquiring a Person and the Person which is being acquired each approving such acquisition, and certified copies thereof shall have been delivered to the Administrative Agent; (D) the business acquired shall be substantially the same as or complementary to one or more lines of business conducted by the Loan Parties prior to such acquisition; (E) the Loan Parties shall deliver to the Administrative Agent not less than five (5) Business Days prior to such acquisition, evidence and a certification thereto, all in form and substance acceptable to the Administrative Agent (1) that, if such acquisition had occurred during the fiscal quarter last ended, the Loan Parties would have been in compliance with all of the terms and conditions of this Agreement, including Section 7.2(q) [Minimum Liquidity], and (2) that if such acquisition had occurred during the fiscal quarter last ended, the Senior Leverage Ratio would have been equal to or less than 2.0 to 1.0; and (F) the Loan Parties shall deliver to the Administrative Agent not less than five (5) Business Days prior to such acquisition, copies of any agreements entered into or proposed to be entered into in connection therewith and shall deliver to the Administrative Agent such other information as it may request, all such agreements...

Liquidations, Mergers, Consolidations, Acquisitions. Each of the Loan Parties shall not, and shall not permit any of its Unregulated Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person, provided that: (i) any Loan Party other than the Borrower may consolidate or merge into another Loan Party which is wholly owned by one or more of the other Loan Parties, (ii) any Unregulated Subsidiary of the Borrower that is not a Loan Party may dissolve, liquidate or wind-up its affairs or may consolidate or merge into the Borrower or any other Unregulated Subsidiary of the Borrower, provided that if any such merger or consolidation is with a Loan Party, the entity surviving or resulting from such merger or consolidation shall be a Loan Party, and (iii) any Loan Party or any Subsidiary of a Loan Party may acquire, whether by purchase or by merger, (a) all of the ownership interests of another Person or (b) substantially all of assets of another Person or of a business or division of another Person (each a “Permitted Acquisition”), provided that each of the following requirements is met: (a) if the Loan Parties are acquiring the ownership interests in such Person, such Person shall, if required to be a Guarantor under Section 8.2.8 [Subsidiaries], execute a Guarantor Joinder and join this Agreement as a Guarantor in accordance with Section 8.1.15 [Joinder of Guarantors]; (b) the board of directors or other equivalent governing body of such Person shall have approved such Permitted Acquisition; (c) the business acquired, or the business conducted by the Person whose ownership interests are being acquired, as applicable, shall be engaged in a Permitted Business; (d) no Potential Default or Event of Default shall exist immediately prior to and after giving effect to such Permitted Acquisition, including without limitation pro forma compliance with Section 8.2.16 [Maximum Leverage Ratio]; and (e) promptly upon written request therefor by the Administrative Agent, the Loan Parties shall deliver to the Administrative Agent copies of any agreements entered into or proposed to be entered into by such Loan Parties in connection with a Permitted Acquisition and such other information about the target thereof as the Administrative Agent may reasonably request.

Liquidations, Mergers, Consolidations, Acquisitions. Borrower shall not, nor shall it permit Guarantor or any Subsidiary to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise any security alarm contracts or all or substantially all of the assets or capital stock of any other Person, provided that (a) NewCo may acquire a bulk purchase of Security Alarm Contracts (each a “Permitted Acquisition”), provided that each of the following requirements is met: (1) Such assets shall be acquired for cash and NewCo shall grant a Prior Security Interest in such assets in favor of the Agent for the benefit of the Lenders on the date of such Permitted Acquisition; (2) the governing bodies of such Person and NewCo shall have approved such Permitted Acquisition and NewCo shall have delivered to Agent written evidence of the approval of such governing body of NewCo and such Person for such Permitted Acquisition; (3) no Potential Default or Event of Default shall exist immediately prior to or after giving effect to such Permitted Acquisition; (4) Borrower shall be in compliance with the covenants contained in Section 7.2.15 [Capital Expenditures and Leases], Section 7.2.16 [Minimum Cash Receipts], Section 7.2.17 [Minimum Fixed Charge Coverage Ratio], Section 7.2.18 [ Senior Funded Debt to EBITDA Ratio ] and Section 7.2.20 [Maximum Attrition Rate], in each case after giving effect to such Permitted Acquisition (including in such computation liabilities assumed or incurred (subject to the restriction that all such assets must be purchased in cash) in connection with such Permitted Acquisition, but excluding income earned or expenses incurred by the Person, business or assets to be acquired prior to the date of such Permitted Acquisition), by delivering at least 5 Business Days prior to such Permitted Acquisition a certificate in the form of Exhibit 7.2.6 evidencing such compliance; (5) Borrower shall deliver to Agent at least 5 Business Days before such Permitted Acquisition copies of any agreements entered into or proposed to be entered into by NewCo in connection with such Permitted Acquisition, including a purchase agreement demonstrating that the purchase price shall be paid in cash and with other terms customary for the security alarm industry, including an account guaranty, a purchase price holdback, and appropriate nonsolicitation provisions, an assignment and ▇▇▇▇ of sale (in a form reasonably acceptable to Agent), and a fully-executed ...

Liquidations, Mergers, Consolidations, Acquisitions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person, provided that (i) any Loan Party may consolidate or merge into another Loan Party, provided, however, in the case of any merger or consolidation involving the Borrower, the Borrower shall be the survivor thereof; (ii) any Domestic Subsidiary of the Borrower may consolidate or merge into another Domestic Subsidiary of the Borrower and any Foreign Subsidiary of the Borrower may consolidate or merge into the Borrower or any other Subsidiary of the Borrower, so long as in the case of any consolidation or merger involving any Loan Party, such Loan Party shall be the survivor thereof; (iii) any Subsidiary which is not a Material Subsidiary may dissolve, liquidate or wind-up its affairs; and (iv) any Loan Party or any Subsidiary of any Loan Party may acquire, whether by purchase or by merger, (a) all of the ownership interests of another Person or (b) substantially all of assets of another Person or of a business or division of another Person (each a “Permitted Acquisition”), provided that each of the following requirements is met: (A) if the Loan Parties are acquiring the ownership interests in such Person, such Person, if a Material Domestic Subsidiary, shall execute a Guarantor Joinder and join this Agreement as a Guarantor pursuant to Section 11.18 [Joinder of Guarantors] on or before the date of such Permitted Acquisition and if the Loan Parties are acquiring the ownership interests of a Material First Tier Foreign Subsidiary, then 65% of such equity interests shall be pledged to the Agent for the benefit of the Lenders on a first priority perfected basis pursuant to a Pledge Agreement on the date of such Permitted Acquisition; (B) the Loan Parties, such Person and its owners, as applicable, shall comply with Section 11.18 [Joinder of Guarantors] on or before the date of such Permitted Acquisition; (C) the board of directors or other equivalent governing body of such Person shall have approved such Permitted Acquisition and, if the Loan Parties shall use any portion of the Loans to fund such Permitted Acquisition, the Loan Parties also shall have delivered to the Agent written evidence of the approval of the board of directors (or equivalent body) of such Person fo...

Liquidations, Mergers, Consolidations, Acquisitions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person; provided that any Loan Party other than the Borrower may consolidate or merge into another Loan Party which is wholly-owned by one or more of the other Loan Parties. By way of clarification, a Loan Party may merge with and into the Borrower.

Liquidations, Mergers, Consolidations, Acquisitions. The Company shall not, and shall not permit any Subsidiary to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or a material portion of the assets or capital stock of any other Person.

Liquidations, Mergers, Consolidations, Acquisitions. Each of the Borrowers shall not, and shall not permit any of its Subsidiaries to, (a) dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, other than dissolution, liquidation, winding up, merger or consolidation by an Insignificant Subsidiary so long as all assets of such Insignificant Subsidiary are transferred to a Borrower or another Subsidiary of a Borrower; provided that any Subsidiary of a Borrower may consolidate or merge into a Borrower or another wholly-owned Subsidiary of the Company, or (b) acquire all or substantially all of the capital stock or assets of another Person, unless, in the case of either (a) or (b), at such time and immediately after giving effect thereto, no Potential Default or Event of Default exists or would result therefrom.

Liquidations, Mergers, Consolidations, Acquisitions. The Borrower shall not dissolve, liquidate or wind-up its affairs. The Borrower shall not become a party to any merger or consolidation, and shall not, and shall not permit any of the Borrower’s Subsidiaries to, acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person unless (i) at the time of such transaction the Borrower is able to demonstrate pro forma compliance with Section 6.14, (ii) prior to and after giving effect to such transaction, no Default or Event of Default shall have occurred and (iii) after giving effect to such transaction, the Borrower shall be the surviving legal entity if it is a party to such transaction.