Restrictions on Fundamental Changes Sample Clauses
The "Restrictions on Fundamental Changes" clause limits a party's ability to make significant alterations to its business structure or operations without prior consent or notification. Typically, this clause applies to actions such as mergers, consolidations, asset sales, or changes in ownership that could materially affect the party's obligations under the agreement. Its core function is to protect the interests of the other party by ensuring stability and predictability, preventing unexpected changes that could increase risk or undermine the original intent of the contract.
Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to,
(a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Equity Interests, except for (i) any merger between Loan Parties, provided, that a Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower that are not Loan Parties,
(b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of any Borrower with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Borrower that is not liquidating or dissolving, or
(c) suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4.
Restrictions on Fundamental Changes. Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its capital stock, or liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, assign, lease, transfer, or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its property or assets.
Restrictions on Fundamental Changes. Each Obligor will not, and will not permit any of its Restricted Subsidiaries other than Intermediation Subsidiaries to,
(a) Consolidate, amalgamate or merge with or into another Person (whether or not a Borrower is the surviving corporation) or sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties and assets of the Par Borrower and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:
(i) either
(A) a Borrower or a Guarantor shall be the continuing or surviving Person; provided,
(1) if a Borrower is involved, a Borrower shall be the continuing or surviving Person
(2) if a Guarantor that is not an Intermediation Subsidiary is involved and such other Person is not a Borrower, such Guarantor shall be the continuing or surviving Person, or
(B) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicable) or to which such Disposition will have been made
(1) is organized or existing under the laws of the United States, any state thereof or the District of Columbia and
(2) assumes all the obligations of such Borrower or such Restricted Subsidiary under the Loan Documents pursuant to agreements reasonably satisfactory to the Agent;
(ii) immediately after giving effect to such transaction, no Default or Event of Default exists;
(iii) immediately after giving effect to such transaction on a pro forma basis,
(A) the Borrower or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than a Borrower or a Restricted Subsidiary, as applicable), or to which such Disposition will have been made, will be permitted to incur at least $1.00 of additional Indebtedness under sub-clause (c) of the definition of “Permitted Indebtedness” or
(B) the Fixed Charge Coverage Ratio for the Par Borrower immediately after such transactions would be higher than prior to such transaction; and
(iv) each Guarantor, unless such Guarantor is the Person with which a Borrower has entered into a transaction under this covenant, will have by amendment to the Guaranty and Security Agreement confirmed that the Guaranty and Security Agreement will apply to the obligations of the Borrower or the surviving Person in accordance with this Agreement, in a manner reasonably satisfactory to the Agent.
(b) lease all or substantially all of the properties or assets of the Par Borrower and i...
Restrictions on Fundamental Changes. (a) Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Stock.
(b) Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution).
(c) Convey, sell, lease, license, assign, transfer, or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of all its assets.
Restrictions on Fundamental Changes. (i) Enter into any merger or consolidation or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution); or
(ii) Engage in any line of business other than as expressly permitted under Section 7.8; or
(iii) Except upon prior written notice to Lender, move its chief executive office from the State of California.
Restrictions on Fundamental Changes. (a) Other than Permitted Acquisitions, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Stock, provided, however that any Borrower may merge with and into another Borrower.
(b) Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution).
(c) Convey, sell, lease, license, assign, transfer, or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its assets unless expressly permitted by Section 7.3(a) or Section 7.4.
Restrictions on Fundamental Changes. (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Stock,
(b) Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution),
(c) Suspend or go out of a substantial portion of its business.
Restrictions on Fundamental Changes. The Borrower will not, and will not permit any of its Material Subsidiaries to, 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 a substantial portion of its assets (whether now owned or hereafter acquired) to any Person, or enter into any partnership, joint venture, syndicate, pool or other combination, unless no Event of Default or Potential Event of Default has occurred and is continuing or would result therefrom and, in the case of a merger or consolidation of the Borrower, (i) the Borrower is the surviving entity or (ii) the surviving entity assumes all of the Borrower's obligations under this Agreement in a manner satisfactory to the Requisite Lenders.
Restrictions on Fundamental Changes. Borrower will not, and will not permit any of its Subsidiaries to 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 any portion of its assets or the assets of any division (whether now owned or hereafter acquired) to any Person, except the following, provided that no Event of Default or Default has occurred and is continuing or would result therefrom:
(a) Borrower or any Subsidiary of Borrower may merge or consolidate with or into another entity (including any Subsidiary of Borrower); provided that with respect to any merger with Borrower, Borrower shall be the continuing or surviving corporation and with respect to all other mergers, the continuing or surviving corporation shall be a Subsidiary of Borrower;
(b) Borrower and its Subsidiaries may sell or otherwise dispose of inventory in the ordinary course of business;
(c) Borrower and its Subsidiaries may dispose of used, obsolete, worn out or surplus property in the ordinary course of business;
(d) any Wholly-Owned Subsidiary may transfer any assets to Borrower or to another Wholly-Owned Subsidiary and any other Subsidiary may transfer any assets to Borrower or to another Wholly-Owned Subsidiary;
(e) Borrower may transfer any assets to another Wholly-Owned Subsidiary which has executed and delivered the Material Subsidiary Guaranty, or instrument of joinder with respect thereto, and has otherwise complied with Section 6.3;
(f) Borrower and its Subsidiaries may sell or dispose of assets permitted by Section 7.13 provided that, transactions of the type permitted by Section 7.13 shall not count against any of the quantitative baskets set forth in this Section 7.6; and
(g) without duplication of any of the foregoing clauses, Borrower or any of its Subsidiaries may dispose of up to 15% of its Consolidated Total Assets during any 12-month period, provided that if the Net Proceeds from any Disposition are in excess of 15% of Consolidated Total Assets of Borrower and its Subsidiaries (as shown on the most recent financial statements delivered pursuant to Section 6.1(a) or (b)) ("Excess Net Proceeds"), such Excess Net Proceeds shall, at Borrower's election, either be: (i) reinvested in the business of Borrower or such Subsidiary within 12 months from the date of the receipt of the proceeds from such disposition, or (ii) applied to prepay outstanding Debt other than Subordinated Debt; notwithstanding the foregoin...
Restrictions on Fundamental Changes. Enter into any acquisition, merger, consolidation, reorganization, or recapitalization, or reclassify its capital stock, or liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, assign, lease, transfer, or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its business, property, or assets, whether now owned or hereafter acquired, or acquire by purchase or otherwise all or substantially all of the properties, assets, stock, or other evidence of beneficial ownership of any Person.