Common use of Restrictions on Fundamental Changes Clause in Contracts

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. (a) Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its capital stock, or liquidateStock. (b) Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), or convey. (c) Convey, sell, lease, license, 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. Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its capital stockStock, 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. (i) Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its capital stock, or liquidateStock. (ii) Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), or convey. (iii) Convey, sell, lease, license, 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. (a) Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its capital stock, or liquidateStock. (b) Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), or convey. (c) Convey, sell, assign, lease, transfer, or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part substantially all of its property or assets.

Restrictions on Fundamental Changes. (a) Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its capital stock, or liquidateStock; (b) Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution). (c) Except for Permitted Dispositions, or convey, sell, lease, license, 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. 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 property business, property, or assets, whether now owned or hereafter acquired, or acquire by purchase or otherwise all or substantially all the assets, stock, or other evidence of beneficial ownership of any person or entity.

Restrictions on Fundamental Changes. (a) Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its capital stock, or liquidateStock. (b) Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution). (c) Other than Permitted Dispositions, or convey, sell, lease, license, 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. (a) Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its capital stock, or liquidateStock. (b) 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. 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 dissolutionsuch event), or reincorporate in a different jurisdiction or (except as otherwise provided in Section 7.4) convey, sell, assign, lease, transfer, or otherwise dispose of, in one a single transaction or a series of transactions, all or any substantial part of its property or assets.

Restrictions on Fundamental Changes. (a) Enter into any mergermerger (other than in connection with a Permitted Investment where Borrower is the surviving entity), consolidation, reorganization, or recapitalization, or reclassify its capital stock, or liquidate. (b) Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), or convey. (c) Convey, sell, lease, license, 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. (a) Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its capital stock, or liquidateStock. (b) Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), or convey. (c) 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. (a) Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its capital stock, or liquidateStock, (b) Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), or convey, (c) Convey, sell, lease, license, assign, lease, transfer, or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its property assets, or (d) Suspend or assetsgo out of a substantial portion of its or their business.

Restrictions on Fundamental Changes. Enter (a) Except for the Merger, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its capital stock, or liquidateStock, (b) Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), or convey, (c) Convey, sell, lease, license, assign, lease, transfer, or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its property assets, or (d) Suspend or assetsgo out of a substantial portion of its business.

Restrictions on Fundamental Changes. (a) Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its capital stock, or liquidateStock; or (b) 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. (a) Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its capital stock, or liquidateStock. (b) Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), or convey. (c) Convey, sell, lease, license, assign, lease, transfer, or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part substantially all of its property or assets.

Restrictions on Fundamental Changes. Enter (a) Except for the consummation of Permitted Acquisitions, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its capital stock, or liquidateStock. (b) Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution). (c) Other than a sale of Cash Equivalents by Parent or any Borrower in a Permitted Bond Financing, or conveyConvey, sell, lease, license, 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. (a) Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its capital stock, or liquidateStock with the exception of the Holding Company Reorganization. (b) Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), or convey. (c) 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. Enter into any acquisition, merger, consolidation, reorganization, or recapitalization, or reclassify its capital stockmembership interests, 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. Enter Other than Permitted Dispositions: (a) enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its capital stock, or Stock; (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), or ; or (c) convey, sell, lease, license, 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. (a) Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its capital stock, or liquidateStock. (b) Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), . (c) Suspend or convey, sell, assign, lease, transfer, or otherwise dispose of, in one transaction or cease operation of a series of transactions, all or any substantial part portion of its property or assetstheir business. (d) Form or acquire any (i) direct Subsidiary or (ii) indirect Subsidiary.

Restrictions on Fundamental Changes. Enter (a) Other than Permitted Investments, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its capital stock, or liquidateStock. (b) Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), or convey. (c) Convey, sell, lease, license, 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. (a) Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its capital stock, or liquidateStock. (b) Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution). (c) Except for the Gores Transaction, or convey, sell, assign, lease, transfer, or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part substantially all of its property or assets.

Restrictions on Fundamental Changes. Enter (a) Except for Permitted Transactions, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its capital stock, or liquidateStock. (b) Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), or convey. (c) Convey, sell, lease, license, 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. Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its capital stockStock, 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. Without limiting the generality of the foregoing, no Inactive Subsidiary shall acquire any property or asset or engage in business.

Restrictions on Fundamental Changes. (a) Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its capital stockStock, or liquidatemake any material change that is adverse to Lender to any of its Governing Documents. (b) Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), or convey. (c) Convey, sell, lease, license, 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. 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 assetsassets except for the Sale and Leaseback.

Restrictions on Fundamental Changes. Enter into any merger, consolidation, reorganization, or recapitalizationrecapitalization (other than stock splits or reverse stock splits), 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. (a) Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its capital stock, or liquidateStock, (b) Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), , (c) Suspend or convey, sell, assign, lease, transfer, or otherwise dispose of, in one transaction or go out of a series of transactions, all or any substantial part portion of its property or assetstheir business.

Restrictions on Fundamental Changes. (a) Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its capital stock, or ; (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution); or (c) except for Permitted Dispositions, 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. (a) Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its capital stock, or liquidateStock. (b) Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution). (c) Convey, or conveypledge, hypothecate, sell, lease, license, assign, lease, transfer, or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its property or assetsthe Borrower Collateral, other than Permitted Dispositions.

Restrictions on Fundamental Changes. (a) Enter into any merger, consolidation, reorganization, reorganization or recapitalization, recapitalization or reclassify reclassification of its capital stock, or liquidateShares. (b) Liquidate, wind up, up or dissolve itself (or suffer any liquidation or dissolution), or convey. (c) Convey, sell, lease, license, assign, lease, transfer, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its property or assets. (d) Create or acquire any new Subsidiary.

Restrictions on Fundamental Changes. Enter into any merger, consolidation, reorganization, amalgamation, arrangement 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. (a) Enter into any merger, consolidation, reorganization, reorganization or recapitalization, recapitalization or reclassify its capital stock, or Stock; (b) liquidate, wind up, up or dissolve itself (or suffer any liquidation or dissolution), or ; or (c) convey, sell, lease, license, assign, lease, transfer, 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. Enter (a) Except for Permitted Transactions, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its capital stock, or liquidateStock. (b) Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), or convey. (c) 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. Enter into any merger, consolidation, or reorganization, or recapitalization, any recapitalization or reclassify reclassification of 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. (a) Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its capital stock, or liquidateStock, (b) Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), or convey, (c) Convey, sell, lease, license, assign, lease, transfer, or otherwise dispose of, in one transaction or a series of transactions, ; all or any substantial part of its property assets, or (d) Suspend or assetsgo out of a substantial portion of its business.

Restrictions on Fundamental Changes. (a) Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its capital stock, or liquidateStock, (b) Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), (c) Except for Permitted Dispositions, or convey, sell, lease, license, assign, lease, transfer, or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its property assets, or (d) Suspend or assetsgo out of a substantial portion of its or their business.

Restrictions on Fundamental Changes. (a) Enter into any merger, consolidation, reorganization, reorganization or recapitalization, recapitalization or reclassify its capital stock, or liquidateStock. (b) Liquidate, wind up, up or dissolve itself (or suffer any liquidation or dissolution), or convey. (c) Convey, sell, lease, license, assign, lease, transfer, 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. 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 assetsassets except that, subject to Agent's approval, the Borrower may cause the merger of a subsidiary of a Borrower into the Borrower.

Restrictions on Fundamental Changes. Enter Except for Permitted Acquisitions, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its capital stockStock, 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. Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its capital stock, or liquidatePartnership Interests. (a) Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), or convey. (b) Convey, sell, lease, license, 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. (a) Enter into any merger, consolidation, amalgamation, reorganization, or recapitalization, or reclassify its capital stock, or liquidateStock; (b) Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), ; or (c) Suspend or convey, sell, assign, lease, transfer, or otherwise dispose of, in one transaction or go out of a series of transactions, all or any substantial part portion of its property or assetstheir business.

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 assetsassets (excluding the sale of Cygnet Dealer Finance, Inc.) or cease to be a public company.

Restrictions on Fundamental Changes. (a) Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its capital stock, or liquidateStock. (b) Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution). (c) Other than Permitted Dispositions and transactions in the ordinary course of business consistent with past practices and the licensing of the US Seismic Library in the ordinary course of business, or convey, sell, lease, license, 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. 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 dissolutionsuch event), or reincorporate in a different jurisdiction or (except as otherwise provided in Section 6.4) convey, sell, assign, lease, transfer, or otherwise dispose of, in one a single transaction or a series of transactions, all or any substantial part of its property or assets.

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 reincorporate in a different jurisdiction 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. (a) Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its capital stockStock, (b) Except for Dormant Subsidiaries, or liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), , (c) Suspend or convey, sell, assign, lease, transfer, or otherwise dispose of, in one transaction or go out of a series of transactions, all or any substantial part portion of its property or assetstheir business.

Restrictions on Fundamental Changes. (a) Enter into any merger, consolidationmerger or consolidation (other than a Permitted Acquisition), reorganization, or recapitalization, or reclassify its capital stock, or liquidateStock. (b) Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), or convey. (c) Convey, sell, lease, license, assign, lease, transfer, or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its property or assetsassets (other than pursuant to a Permitted Acquisition).

Restrictions on Fundamental Changes. Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its capital stockStock, unless Borrowers and their Subsidiaries are the sole parties to such transaction and no Default or liquidateEvent of Default has occurred and is continuing or would result therefrom. Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), or convey. Convey, sell, lease, license, 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. Enter (a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its capital stock, or liquidateStock, (b) Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), , (c) Suspend or convey, sell, assign, lease, transfer, or otherwise dispose of, in one transaction or go out of a series of transactions, all or any substantial part portion of its property or assetsbusiness.

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, or amend or modify its operating agreement, by-laws or articles of organization.

Restrictions on Fundamental Changes. (a) Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its capital stockStock. (b) Other than a Permitted Dissolution, or liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution). (c) Other than Permitted Dispositions or Permitted Dissolutions, or convey, sell, lease, license, 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. (a) Enter into any merger, consolidation, reorganization, amalgamations or recapitalization, or reclassify its capital stock, or liquidateStock. (b) Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), or convey. (c) Convey, sell, lease, license, 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. 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 assetsassets or permit UDCSFC, UDCC, UDRC II or UDRC III to do any of the foregoing).

Restrictions on Fundamental Changes. Enter (a) Other than the Restructuring Transactions, enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its capital stock, or ; (b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution); or (c) except for Permitted Dispositions, 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. (a) Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its capital stock, or liquidateStock. (b) Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, assign, lease, transfer, or otherwise dispose of. (c) Make an Asset Sale, in one transaction or a series of transactions, of all or any substantial part of its property or assets.

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, in each case without the prior written consent of Foothill which shall not be unreasonably withheld.