Restrictions on Fundamental Changes Sample Clauses

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. (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 its assets. Clauses (a), (b) and (c) of this Section 7.3 shall not apply to the Merger or the merger or consolidation of a Borrower with and into another Borrower.

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. 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. The Company will not, and will not permit any of its Restricted 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 substantially all of the assets of the Company and its Subsidiaries, taken as a whole (whether now owned or hereafter acquired), to any Person (other than the Company or any Restricted Subsidiary, so long as (x) if required to do so pursuant to Section 5.01(g), such Restricted Subsidiary becomes a Guarantor pursuant to Section 5.01(g) simultaneously with such transaction, (y) such parties comply with Section 5.01(i) to the extent applicable and (z) with respect to any merger or consolidation that involves a Loan Party, a Loan Party is the surviving entity), or enter into any partnership, joint venture, syndicate, pool or other combination, except that (a) a merger or consolidation shall be permitted to the extent that (i) no Potential Event of Default or Event of Default has occurred and is continuing or would result therefrom, (ii) in the case of any consolidation or merger involving a Guarantor, either (A) such Guarantor (or another Guarantor) shall be the surviving entity or (B) simultaneously with such consolidation or merger, the continuing or surviving Person shall become a Guarantor and the Loan Parties shall comply with Section 5.01(g) and Section 5.01(i) in connection therewith and (iii) in the case of any consolidation or merger involving the Company, either (A) the Company is the surviving entity or (B) if the Person surviving or resulting from such consolidation or merger is not the Company (such surviving corporation, the “Successor Company”), (1) the Successor Company shall be an entity organized or existing under the laws of the United States of America, any State thereof or the District of Columbia, (2) the Successor Company shall have assumed the obligations of the Company hereunder in an agreement or instrument reasonably satisfactory in form and substance to the Administrative Agent and the Successor Company shall have delivered, for the benefit of the Lenders, the Administrative Agent and the Collateral Agent, such other documents as may reasonably be requested, including, without limitation, information in respect of “know your customer” and similar requirements, an incumbency certificate and an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to th...

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.

Restrictions on Fundamental Changes. (a) Consolidate, merge or enter into any analogous reorganization or transaction with any Person. (b) Amend or otherwise modify Borrower's articles of organization or operating agreement in any way which will have an adverse impact on Lender.