Merger, Consolidation, Acquisition and Sale of Assets Sample Clauses

Merger, Consolidation, Acquisition and Sale of Assets. (a) Enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of all of the assets or Equity Interests of any Person or consummate an LLC Division or permit any other Person to consolidate with or merge with it, except (i) any Loan Party may merge, consolidate or reorganize with another Borrower or acquire the assets or Equity Interest of another Borrower so long as such Loan Party provides Agent with ten (10) days prior written notice of such merger, consolidation or reorganization and delivers all of the relevant documents evidencing such merger, consolidation or reorganization and (ii) Permitted Acquisitions. (b) Dispose of any of its properties or assets, except (i) (a) the sale of Inventory in the Ordinary Course of Business and (b) the Disposition of immaterial obsolete and worn-out equipment in the Ordinary Course of Business and only to the extent that the proceeds of which are remitted to Agent to be applied pursuant to Section 2.20; (ii) Dispositions of Receivables in connection with the compromise, settlement or collection thereof in the Ordinary Course of Business; (iii) Dispositions of Permitted Investments; (iv) Sale and Leaseback Transactions permitted by Section 7.11; (v) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower or any Subsidiary; (vi) the sale of Receivables owing by a Customer of a Loan Party to a Supplier Financing Intermediary under a Supplier Financing Agreement so long as (A) such Supplier Financing Agreement is in full force and effect at the time of any such sale, (B) all proceeds of such sale are deposited into a deposit account subject to a control agreement, (C) no Default or Event of Default is continuing immediately prior or after giving effect to such transaction or would result from such transaction, (D) all such Receivables owing by such Customer of a Loan Party are not included in the Formula Amount, and (E) the Borrower delivers an updated Borrowing Base Certificate as required pursuant to Section 9.2, (vii) Dispositions of the GMF Collateral and (viii) Dispositions of Equity Interests issued by the Borrower.

Merger, Consolidation, Acquisition and Sale of Assets. (a) Enter into any merger, consolidation or other reorganization with or into any other Person, permit any other Person to consolidate with or merge with it, or acquire all or substantially all of the assets or Equity Interests of any Person, or of any division or line of business of any Person, except that: (i) any Loan Party may merge, consolidate or reorganize with another Loan Party or a Subsidiary of a Loan Party or acquire the assets or Equity Interests of another Loan Party or a Subsidiary of a Loan Party so long as (A) in each case, Borrowing Agent shall provide Agent with notice of such merger, consolidation, reorganization or acquisition within five (5) Business Days following the consummation thereof or, to the extent that such merger, consolidation, reorganization or acquisition does not affect the priority or perfection of Agent’s Liens, concurrently with the delivery of the monthly financial statements required to be delivered to Agent pursuant to Section 9.9 hereof, (B) in connection with any merger, consolidation or reorganization to which Quantum is a party, Quantum must be the surviving entity of such merger, consolidation or reorganization, (C) in connection with any merger, consolidation or reorganization to which a Borrower is, and Quantum is not, a party, the surviving entity of such merger, consolidation or reorganization must be, or concurrently with the consummation of such merger, consolidation or reorganization become, a Borrower, (D) in connection with any merger, consolidation or reorganization to which a Guarantor is, and a Borrower is not, a party, the surviving entity of such merger, consolidation or reorganization must be, or concurrently with the consummation of such merger, consolidation or reorganization become, a Guarantor, and (E) Borrowing Agent shall deliver to Agent true, correct and complete copies of all of the material agreements, documents and instruments related to such merger, consolidation, reorganization or acquisition concurrently with the delivery of the monthly financial statements required to be delivered to Agent pursuant to Section 9.9 hereof; provided, that, for the avoidance of doubt, the surviving entity of any merger, consolidation or reorganization described in this subsection (i) must be a Loan Party, (ii) any Subsidiary of a Loan Party that is not a Loan Party may merge, consolidate or reorganize with another Subsidiary of a Loan Party that is not a Loan Party or acquire the assets or Equity Int...

Merger, Consolidation, Acquisition and Sale of Assets. (a) Each Borrower will not, and will not permit any of its Subsidiaries to, enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or Equity Interests of any Person or consummate an LLC Division or permit any other Person to consolidate with or merge with it, except (i) any Borrower may merge, consolidate or reorganize with another Borrower or acquire the assets or Equity Interest of another Borrower so long as such Borrower provides Agent with ten (10) days prior written notice of such merger, consolidation or reorganization and delivers all of the relevant documents evidencing such merger, consolidation or reorganization, (ii) any Guarantor may merge, consolidate or reorganize with another Guarantor or acquire the assets or Equity Interest of another Guarantor so long as such Guarantors provides Agent with ten (10) days prior written notice of such merger, consolidation or reorganization and delivers all of the relevant documents evidencing such merger, consolidation or reorganization (iii) any non-Loan Party may merge, consolidate or reorganize with any Borrower; provided that such Borrower (x) is the surviving entity of such merger, consolidation or reorganization and (y) provides Agent with ten (10) days prior written notice of such merger, consolidation or reorganization and delivers all of the relevant documents evidencing such merger, consolidation or reorganization, (iv) any non-Loan Party may merge, consolidate or reorganize with any other non-Loan Party and (v) any Permitted Acquisition. (b) Each Borrower will not, and will not permit any of its Subsidiaries to, sell, lease, transfer or otherwise Dispose of any of its Collateral (including, in each case, by way of an LLC Division), except: (i) the sale of Inventory in the Ordinary Course of Business; (ii) the Disposition of Aircraft Collateral in the Ordinary Course of Business in an aggregate amount not to exceed $25,000,000; provided that the Net Proceeds therefrom are applied in accordance with Section 2.20(a)(i); (iii) the Disposition of Collateral (including Aircraft Collateral) subject to the following: [PHI Group] Revolving Credit, Term Loan and Security Agreement (1) the Borrowing Agent or such Subsidiary receives consideration at the time of such Disposition at least equal to the Fair Market Value of the assets included in such Disposition; (2) at least 75% of the total consideration received in su...

Merger, Consolidation, Acquisition and Sale of Assets. (a) Enter into any merger, consolidation or other reorganization with or into any other Person (other than another Borrower) or acquire all or a substantial portion of the assets or stock of any Person (other than another Borrower) or permit any other Person (other than another Borrower) to consolidate with or merge with it; provided, however, that the Borrowers -------- shall be permitted after notice to Agent and Lenders to acquire (by merger or otherwise, and notwithstanding the limitations set forth in Section 7.6 hereof) all or substantially all of the assets or all or substantially all of the shares of capital stock of a Person, provided that no such acquisition shall be permitted hereunder unless (i) at the time of and after giving effect to such acquisition, no Event of Default or Default shall have occurred and be continuing and Undrawn Availability is not less than $5,000,000 after giving effect to the assumption of debt and payments permitted in Subsection (ii) below, (ii) the aggregate purchase price of all such acquisitions, inclusive of assumed debt and obligations plus amounts expended pursuant to Section 7.12(b) hereof shall not exceed $5,000,000 during any fiscal year, (iii) Agent shall have a perfected first priority security interest in the Collateral of the acquired entity; (iv) the potential acquisition target's board of directors has consented to the sale and such sale is not otherwise a hostile acquisition; (v) the potential acquisition target is in the same line of business as Borrowers; (vi) the potential acquisition target is located in North America; and (vii) such acquisition shall be effected through Borrowers and the Person acquired shall be merged with or into a Borrower at the time of consummation of the acquisition or become a Borrower hereunder subject to a joinder acceptable to Agent in its sole discretion within thirty (30) days of the acquisition; and (viii) no assets of the potential acquisition target's shall be included in the Borrowing Base until the potential acquisition target has joined or become a party hereto and the assets are acceptable to Agent in its sole discretion; provided, that at no time shall the amount expended under this Section 7.1 when taken together with the investments permitted under Section 7.4 (a), (b), (c), (d) and (e), the loans or other extensions of credit permitted under

Merger, Consolidation, Acquisition and Sale of Assets. (a) Enter into any merger, amalgamation, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or Equity Interests of any Person or permit any other Person to consolidate with, amalgamate with or merge with it (other than in respect of any Permitted Acquisition); provided, however, that (A) any wholly-owned Domestic Subsidiary of any Domestic Loan Party may be merged into such Domestic Loan Party or another wholly-owned Domestic Subsidiary of such Domestic Loan Party, or may consolidate with another wholly-owned Domestic Subsidiary of such Domestic Loan Party, or (B) any wholly-owned Foreign Subsidiary of any Foreign Loan Party may be merged into such Foreign Loan Party or another wholly-owned Foreign Subsidiary of such Foreign Loan Party, or may consolidate with another wholly-owned Foreign Subsidiary of such Foreign Loan Party, so long as, in the case of any transaction described in clause (A) or (B): (1) no other provision of this Agreement would be violated thereby, (2) such Loan Party gives the Agent at least 30 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, without limitation, 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), (3) no Default or Event of Default shall have occurred and be 074658.01845/123458281v.1 continuing either before or immediately after giving effect to such transaction, (4) 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, (5) no Holding Company may be a party to any such merger, consolidation or amalgamation, (6) in the case of any merger, consolidation or amalgamation involving a Borrower, a Borrower must be the surviving entity in such merger, consolidation or amalgamation and (7) in the case of any merger, consolidation or amalgamation involving a Loan Party, 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 document and the Equity Interests of such Subsidiary are the subject of a Security Documen...

Merger, Consolidation, Acquisition and Sale of Assets. (a) Except for the Grant Acquisition, enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or Equity Interests of any Person or permit any other Person to consolidate with or merge with it. (b) Sell, lease, transfer or otherwise dispose of any of its properties or assets, except (i) dispositions of Inventory and Equipment to the extent expressly permitted by Section 4.3 and (ii) any other sales or dispositions expressly permitted by this Agreement.”

Merger, Consolidation, Acquisition and Sale of Assets. (a) Enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or stock of any Person or permit any other Person to consolidate with or merge with it, except with the express written consent of Agent and (i) among Credit Parties and (ii) as may be permitted under Section 7.4. (b) Sell, lease, transfer or otherwise dispose of any of its properties or assets, except (i) dispositions of Inventory and Equipment to the extent expressly permitted by Section 4.3 and (ii) any other sales or dispositions expressly permitted by this Agreement.

Merger, Consolidation, Acquisition and Sale of Assets. (a) Enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or Equity Interests of any Person or permit any other Person to consolidate with or merge with it, provided that a Borrower may merge into or consolidate with another Borrower or any Subsidiary, as long as a Borrower is the surviving Person (and with respect to any merger or consolidation involving Osteotech, as long as Osteotech is the surviving Person). (b) Sell, lease, transfer or otherwise dispose of any of its properties or assets, except (i) dispositions of Collateral or Equipment to the extent expressly permitted by Section 4.3 and (ii) any other sales or dispositions expressly permitted by this Agreement.

Merger, Consolidation, Acquisition and Sale of Assets. (a) Enter into any merger, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or stock of any Person or permit any other Person to consolidate with or merge with it, except as permitted by the terms of Sections 2.1(c) and 2.2(b) hereof, and except that (i) Obligors may acquire or form a foreign Subsidiary without the use of the proceeds of either Revolving Advances or Acquisition Term Loans provided that, said Obligors shall provide the Agent with evidence, in form and substance reasonably satisfactory to the Agent, of the source of funds for said acquisition or formation and at the time of said acquisition or formation no Default or Event of Default has occurred and is continuing and (ii) Obligors may acquire or form domestic Subsidiaries without the use of the proceeds of either Revolving Advances or Acquisition Term Loans, provided that (A) said Obligors cause said domestic Subsidiary to execute and deliver to the Agent a guaranty, in form and substance reasonably satisfactory to the Agent, which guaranty shall be secured by those assets of the domestic Subsidiary consisting of Collateral, said Obligors shall provide the Agent with evidence, in form and substance satisfactory to the Agent, of the source of funds for said acquisition or formation and at the time of said acquisition or formation no Default or Event of Default has occurred and is continuing or (B) said Obligors receive the written consent of the Agent and the Required Lenders, which consent shall be granted if to the satisfaction of the Agent and the Required Lenders (i) inventory and receivables of said domestic Subsidiary shall not be deemed Eligible Inventory or Eligible Receivables, (ii) said domestic Subsidiary shall be prohibited from receiving from any Obligor advances, loans, extensions of credit, guarantees, funds or other personal property unless otherwise specifically permitted hereunder with respect to an unaffiliated party of such Obligor, (iii) said domestic Subsidiary shall be treated as an unaffiliated party of each Obligor with respect to the Obligors' rights and obligations hereunder, including all financial covenants set forth herein, (iv) the Obligors shall provide for adjustments to all financial statements and other reporting requirements hereunder to account for said domestic Subsidiary's status as an unaffiliated party, and (v) such other requirements are satisfied, as requested by the Required L...