03Fundamental Changes Sample Clauses
The 'Fundamental Changes' clause defines the procedures and consequences when significant alterations occur to a party's structure or operations, such as mergers, acquisitions, or substantial asset sales. Typically, this clause requires a party to notify the other if such a change is anticipated, and may grant the non-affected party certain rights, like terminating the agreement or renegotiating terms. Its core function is to protect parties from unforeseen risks or obligations that could arise if the other party undergoes major organizational changes, ensuring stability and predictability in the contractual relationship.
03Fundamental Changes. (a) The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that:
(A) any Subsidiary may merge with the Borrower; provided that the Borrower shall be the continuing or surviving Person, or (B) any Subsidiary may merge or consolidate with any one or more Subsidiaries; provided that when any Subsidiary Loan Party is merging or consolidating with another Subsidiary (1) the continuing or surviving Person shall be a Subsidiary Loan Party or (2) if the continuing or surviving Person is not a Subsidiary Loan Party, the acquisition of such Subsidiary Loan Party by such continuing or surviving Subsidiary would otherwise be permitted under Section 6.04 if deemed an Investment by a Loan Party in such continuing or surviving Subsidiary;
(ii) any Subsidiary may liquidate or dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and its Subsidiaries and is not materially disadvantageous to the Lenders and the Issuing Banks;
(iii) any Subsidiary may make a Disposition of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or another Subsidiary; provided that if the transferor in such a transaction is a Subsidiary Loan Party, then (A) the transferee must be the Borrower or a Subsidiary Loan Party, (B) to the extent constituting an Investment, such Investment must be a permitted Investment in a Subsidiary that is not a Loan Party in accordance with Section 6.04 or (C) to the extent constituting a Disposition to a Subsidiary that is not a Loan Party, such Disposition is for fair value and any promissory note or other non-cash consideration received in respect thereof is a permitted Investment in a Subsidiary that is not a Loan Party in accordance with Section 6.04;
(iv) the Borrower may merge or consolidate with any other Person; provided that (A) the Borrower shall be the continuing or surviving Person or (B) if the Person formed by or surviving any such merger or consolidation is not the Borrower (any such Person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any State thereof or the District of Columbia, (2) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and ...
03Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division), except that, so long as no Default exists or would result therefrom:
(a) any Person may merge or consolidate with or into (i) the Company or the Trust, provided that the Company or the Trust, as applicable, shall be the continuing or surviving Person and there is no Change of Control, or (ii) any one or more other Subsidiaries, including newly formed Subsidiaries, provided that (x) when any Subsidiary that is a Borrower is merging or consolidating with or into another Subsidiary that is not a Borrower, the Borrower shall be the continuing or surviving Person and (y) when any Subsidiary Guarantor is merging or consolidating with or into another Subsidiary that is not a Borrower or a Subsidiary Guarantor, the Subsidiary Guarantor shall be the continuing or surviving Person;
(b) any Subsidiary may dissolve or liquidate, or Dispose of any, all or substantially all of its assets (upon voluntary liquidation or otherwise), and the Company may Dispose of any or all of its direct or indirect Equity Interests in any Subsidiary, provided that if such Subsidiary owns a Property that had been included as an Unencumbered Property the Company must be in compliance with all of its covenants hereunder without including such Property as an Unencumbered Property after giving effect to such disposition and taking into account any consideration received and/or Indebtedness repaid in connection therewith; and
(c) the Company or Trust may enter into a merger in which such entity is the survivor.
03Fundamental Changes. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, merge, 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 its assets (whether now owned or hereafter acquired) to or in favor of any Person, except (1) any Credit Party (other than Holdings) may merge with or dissolve or liquidate into any other Credit Party; provided, that if the Borrower is a party to such transaction, the Borrower shall be the surviving or continuing entity of such transaction, (2) any Subsidiary of any Credit Party may merge with, or dissolve or liquidate into, any Credit Party; provided that a Credit Party shall be the continuing or surviving entity of such transaction, and (3) to effectuate a transaction by the Borrower or any Subsidiary permitted by Section 7.02 (other than Section 7.02(d)) or 7.04; provided that in any such transaction involving the Borrower, the Borrower shall be the continuing or surviving entity.
03Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions and whether effected pursuant to a Division or otherwise) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except as provided in Section 7.04 and except that, so long as no Event of Default exists or would result therefrom and subject to the proviso below,
(a) a Credit Party may merge or consolidate with or into one or more other Credit Parties;
(b) any Consolidated Party that is not a Credit Party may (i) merge or consolidate with or into a Credit Party, so long as such Credit Party is the continuing or surviving Person, (ii) merge or consolidate with or into another Consolidated Party that is not a Credit Party, or (iii) may dissolve, liquidate or wind up its affairs at any time, so long as such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect; and
(c) any Consolidated Party may Dispose of all or substantially all of its assets (upon voluntary liquidation, pursuant to a Division or otherwise) to Omega or another Consolidated Party, provided that if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must be a Subsidiary Guarantor or Omega; and provided, further, that if any Consolidated Party that is a limited liability company consummates a Division, each Division Successor must comply with the obligations set forth in Section 6.13; provided, that (i) if Omega or Omega LP is a party to any merger or consolidation permitted under this Section 7.03 it shall be the continuing or surviving Person and (ii) in no event shall Omega and Omega LP be permitted to merge or consolidate with each other.
03Fundamental Changes. (a) The Borrowers and their respective Subsidiaries will not merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto, no Default shall have occurred and be continuing:
(i) any Subsidiary may merge, consolidate with, or liquidate or dissolve into a Borrower in a transaction in which a Borrower is the surviving or continuing entity, provided, that, no Subsidiary Borrower shall be permitted to merge, consolidate with, liquidate or dissolve into the Parent Borrower unless at the time of such merger, consolidation, liquidation or dissolution into the Parent Borrower, (x) the Excess Availability Threshold is satisfied and (y) to the extent such Subsidiary Borrower owns any Inventory that was included in the most recently delivered Borrowing Base Certificate at such time, then (1) the Parent Borrower shall, concurrently with any such merger, consolidation, liquidation or dissolution, deliver a revised Borrowing Base Certificate reflecting the removal of such Inventory from the Borrowing Base and (2) the aggregate outstanding amount of the Credit Extension shall not exceed the lower of (A) the Total Commitment then in effect or (B) the then amount of the Borrowing Base after giving effect to such merger, liquidation or dissolution.
(ii) the Parent Borrower may merge with or consolidate with any other Person (other than a Subsidiary Borrower) as long as the Parent Borrower is the surviving or continuing entity; 4879-0244-9248v.7122 US 9692390v.1 CHA715/20025
(iii) any Subsidiary Borrower may merge, consolidate with, or liquidate or dissolve into any Subsidiary in a transaction in which a Subsidiary that is not a Borrower is the surviving or continuing entity, provided, that (x)(1) at the time of such merger, consolidation, liquidation or dissolution, the Excess Availability Threshold is satisfied and (2) to the extent such Subsidiary Borrower owns any Inventory that was included in the most recently delivered Borrowing Base Certificate at such time, then (A) the Parent Borrower shall, concurrently with any such merger, consolidation, liquidation or dissolution, deliver a revised Borrowing Base Certificate reflecting the removal of such Inventory from the Borrowing Base and (B) the aggregate outstanding amount of the Credit Extensions shall not exceed the lower of (A) the Total Commitment then in effect o...
03Fundamental Changes. Neither the Borrower nor any of its Restricted Subsidiaries shall merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (other than as part of the Transaction or the 2015 Transactions), except that: -148-Last Saved: 08/19/2013 8:50 pm CG&R Draft ▇▇▇▇▇▇▇▇▇▇v1 ▇▇▇▇▇▇▇▇▇▇