Common use of Acquisitions and Mergers Clause in Contracts

Acquisitions and Mergers. (a) Each Loan Party will not, and will not permit any member of the Bank Group to, make any Acquisition, other than: (i) any Acquisition approved in writing by the Required Lenders; (ii) any Permitted Acquisition; (iii) any Permitted Transaction; (iv) any Permitted Joint Venture; (v) any Acquisition from any person which is a member of the Bank Group or subscription of an interest in the share capital (or equivalent) in any person which is a member of the Bank Group; or (vi) in connection with a merger or consolidation permitted by paragraph (b) below. (b) Each Loan Party will not merge or consolidate with any other company or person and will not permit any member of the Bank Group to merge or consolidate with any other company or person except for: (i) any Permitted Transaction; (ii) Acquisitions permitted by paragraph (a) above and dispositions permitted by Section 7.05; (iii) with the prior written consent of the Required Lenders; (iv) mergers between any member of the Bank Group with (I) any or all of the other members of the Bank Group or (II) an Unrestricted Subsidiary (“Original Entities”), into one or more entities (each a “Merged Entity”) provided that in the case of these clauses (I) and (II): (A) reasonable details of the proposed merger in order to demonstrate satisfaction with subparagraphs (C) to (G) below are provided to the Administrative Agent within 30 days after the date on which the merger is entered into; (B) if the proposed merger is between a member of the Bank Group and an Unrestricted Subsidiary, the Company has delivered to the Administrative Agent within 30 days after the date on which the merger is entered into a certificate signed by an authorized signatory which demonstrates that, as of the date of such merger, the Company is in Pro Forma Compliance with the Financial Covenants as of the last Compliance Date for the period commencing on the date of merger and ending on the earlier of the date that falls 3 years from the date of merger and the Maturity Date; (C) such Merged Entity will be a member of the Bank Group and will be liable for the obligations of the relevant Original Entities (including the obligations under this Agreement and the Collateral Documents), which obligations remain unaffected by the merger, and entitled to the benefit of all rights of such Original Entities; (D) if all or any part of the Capital Stock of any of the relevant Original Entities is subject to a Lien pursuant to a Collateral Document, an equivalent Lien is granted over the equivalent part of the Capital Stock of such Merged Entity is charged pursuant to a Collateral Document within 60 days of the merger (provided that any limitation, imperfection or new preference or other period arising from the replacement of such Lien shall not be taken into account when determining whether such security interest is an equivalent Lien); (E) such Merged Entity has entered into Collateral Documents (if applicable) within 60 days of the merger which provide an equivalent Lien over the same assets (provided that any limitation, imperfection or new preference or other period arising from the replacement of such Lien shall not be taken into account when determining whether such security interest is an equivalent Lien); (F) any possibility of the Collateral Documents referred to in subparagraphs (D) or (E) above being challenged or set aside is not materially greater than any such possibility in relation to the Collateral Documents entered into by, or in respect of the share capital of, any relevant Original Entity; and (G) all the property and other assets of the relevant Original Entities are vested in the Merged Entity and the Merged Entity has assumed all the rights and obligations of the relevant Original Entities under any, material Necessary Authorizations and Licenses and other licenses or registrations (to the extent reasonably necessary for the business of the relevant Original Entities) granted in favor of the Original Entities under Telecommunications, Cable and Broadcasting Laws and/or all such rights and obligations have been transferred to the Merged Entity and/or the relevant Necessary Authorizations and Licenses and other licenses or registrations (to the extent reasonably necessary for the business of the relevant Original Entities) granted in favor of the Original Entities under Telecommunications, Cable and Broadcasting Laws have been reissued to the Merged Entity, except that the requirements of paragraphs (C) to (G) above will not apply in respect of any merger between Original Entities: (1) both of which are not Loan Parties; and (2) neither one of which is party to a Collateral Document, neither one of whose share capital is charged pursuant to a Collateral Document and neither one of whom owes any receivables to another member of the Bank Group which are pledged pursuant to a Collateral Document; or (v) in the event that the relevant member of the Bank Group liquidates or dissolves in accordance with this Agreement.

Acquisitions and Mergers. (a) Each Loan Party will notNo Obligor will, and each Obligor will not permit any member procure that none of the Bank Group toits Subsidiaries will, make any Acquisition, Restricted Acquisition other than: (i) any Acquisition approved in writing by the Required Lenders; (ii) than any Permitted Acquisition; (iii) , Permitted Joint Venture and any Permitted Transaction; (iv) any Permitted Joint Venture; (v) any Acquisition from any person which is a member of the Bank Group or subscription of an interest in the share capital (or equivalent) in any person which is a member of the Bank Group; or (vi) in connection with a merger or consolidation permitted by paragraph (b) below. (b) Each Loan Party Obligor will not merge or consolidate with any other company or person and will not permit any procure that no member of the Bank Group to will merge or consolidate with any other company or person except save for: (i) any Permitted Transaction; (ii) Restricted Acquisitions permitted by paragraph (a) above and dispositions disposals permitted by Section 7.05;Clause 19.6 (Disposals); or (iiiii) with the prior written consent of the Required Facility Agent (acting on the instructions of the Majority Lenders;); or (iviii) mergers between any member of the Bank Group with (I) any or all of the other members of the Bank Group or (II) an Unrestricted Subsidiary (“Original Entities”), into one or more entities (each a “Merged Entity”) provided that in the case of these clauses (I) and (II):that: (A) reasonable details of the proposed merger in order to demonstrate satisfaction with subparagraphs (CB) to (GE) below are provided to the Administrative Facility Agent within 30 days after the date on which the merger is entered into; (B) if the proposed merger is between a member of the Bank Group and an Unrestricted Subsidiary, the Company has delivered to the Administrative Agent within 30 days after the date on which the merger is entered into a certificate signed by an authorized signatory which demonstrates that, as of the date of such merger, the Company is in Pro Forma Compliance with the Financial Covenants as of the last Compliance Date for the period commencing on the date of merger and ending on the earlier of the date that falls 3 years from the date of merger and the Maturity Date; (C) such Merged Entity will be a member of the Bank Group and will be liable for the obligations of the relevant Original Entities (including the obligations under this Agreement and the Collateral Security Documents), which obligations remain unaffected by the merger, and entitled to the benefit of all rights of such Original Entities; (DC) (if all or any part of the Capital Stock share capital of any of the relevant Original Entities is subject to a Lien was charged pursuant to a Collateral Security Document, an equivalent Lien is granted over ) the equivalent part of the Capital Stock issued share capital of such Merged Entity is charged pursuant to a Collateral Security Document on terms of at least an equivalent nature and equivalent ranking as any Security Document relating to the shares in each relevant Original Entity within 60 days of the merger (provided that any limitation, imperfection or new preference or other period arising from the replacement of such Lien shall not be taken into account when determining whether such security interest is an equivalent Lien)merger; (E) such Merged Entity has entered into Collateral Documents (if applicable) within 60 days of the merger which provide an equivalent Lien over the same assets (provided that any limitation, imperfection or new preference or other period arising from the replacement of such Lien shall not be taken into account when determining whether such security interest is an equivalent Lien); (FD) any possibility of the Collateral Security Documents referred to in subparagraphs subparagraph (D) or (EC) above being challenged or set aside is not materially greater than any such possibility in relation to the Collateral Security Documents entered into by, or in respect of the share capital of, any relevant Original Entity; and (GE) all the property and other assets of the relevant Original Entities are vested in the Merged Entity and the Merged Entity has assumed all the rights and obligations of the relevant Original Entities under anyany relevant Material Contracts, material Necessary Authorizations and Licenses Authorisations and other licenses licences or registrations (to the extent reasonably necessary for the business of the relevant Original Entities) granted in favor favour of the Original Entities under Telecommunications, Cable and Broadcasting Laws and/or all such rights and obligations have been transferred to the Merged Entity and/or the relevant Material Contracts, Necessary Authorizations and Licenses Authorisations and other licenses licences or registrations (to the extent reasonably necessary for the business of the relevant Original Entities) granted in favor favour of the Original Entities under Telecommunications, Cable and Broadcasting Laws have been reissued to the Merged Entity, except that the requirements of paragraphs (CB) to (GE) above will not apply in respect of any merger between Original Entities: (1) I. both of which are not Loan PartiesObligors; and (2) II. neither one of which is party to a Collateral Security Document, neither one of whose share capital is charged pursuant to a Collateral Security Document and neither one of whom owes any receivables to another member of the Bank Group which are pledged pursuant to a Collateral Security Document; or (v) in the event that the relevant member of the Bank Group liquidates or dissolves in accordance with this Agreement.

Acquisitions and Mergers. (a) Each Loan Party will notNo Obligor will, and the Parent will not permit any procure that no other member of the Bank Group towill, make any Acquisition, other than: (i) any Acquisition approved in writing by the Required LendersFacility Agent (acting on the instructions of the Instructing Group); (ii) any Permitted Acquisition; (iii) any Permitted Transaction; (iv) any Permitted Joint Venture; (v) any Acquisition from any person which is a member of the Bank Group or subscription of an interest in the share capital (or equivalent) in any person which is a member of the Bank Group; or (vi) in connection with a merger or consolidation permitted by paragraph (b) belowbelow or by Clause 24.30 (Internal Reorganisations), provided in each case that if the aggregate consolidated Annualised EBITDA (calculated on the same basis as set out in Clause 24.11 (Disposals)) of the acquired entity is greater than or equal to 20 per cent. of the Annualised EBITDA of the Bank Group (calculated as if the entity acquired, or to be acquired, is already part of the Bank Group) as set out in the most recent financial statements provided to the Facility Agent pursuant to Clause 24.2(a)(i) or 24.2(a)(ii) (Financial Information): (A) the acquired entity must be a Subsidiary (directly or indirectly) of the Parent; or (B) the relevant member of the Bank Group must provide security over all of the shares acquired by it in the acquired entity on terms acceptable to the Facility Agent (acting reasonably), together with such corporate authorisations and legal opinions that may reasonably be required by the Facility Agent in connection with the entry into, validity and enforceability of such security documentation. (b) Each Loan Party Obligor will not merge or consolidate with any other company or person and will not permit any procure that no member of the Bank Group to will merge or consolidate with any other company or person except save for: (i) any Permitted Transaction; (ii) Acquisitions permitted by paragraph (a) above and dispositions disposals permitted by Section 7.05Clause 24.11 (Disposals); (iii) with the prior written consent of the Required LendersFacility Agent (acting on the instructions of the Instructing Group); (iv) mergers between any member of the Bank Group with (I) any or all of the other members of the Bank Group or (II) an Unrestricted Subsidiary (“Original Entities”), into one or more entities (each a “Merged Entity”) provided that in the case of these clauses (I) and (II):that: (A) reasonable details of the proposed merger in order to demonstrate satisfaction with subparagraphs (C) to (G) below are provided to the Administrative Facility Agent within 30 days after the date on which the merger is entered into; (B) if the proposed merger is between a member of the Bank Group and an Unrestricted Subsidiary, the Company Parent has delivered to the Administrative Facility Agent within 30 days after the date on which the merger is entered into a certificate signed by an authorized signatory financial projections which demonstrates that, as of demonstrate that the date of such merger, the Company is Bank Group will be in Pro Forma Compliance compliance with the undertakings set out in Clause 23.2 (Financial Covenants as of the last Compliance Date Ratios) for the period commencing on the date of merger and ending on the earlier of the date that falls 3 years from the date of merger and the Final Maturity Date; (C) such Merged Entity will be a member of the Bank Group and will be liable for the obligations of the relevant Original Entities (including the obligations under this Agreement and the Collateral Security Documents), which obligations remain unaffected by the merger, and entitled to the benefit of all rights of such Original Entities; (D) (if all or any part of the Capital Stock share capital of any of the relevant Original Entities is subject to a Lien was charged pursuant to a Collateral Security Document, an equivalent Lien is granted over ) the equivalent part of the Capital Stock issued share capital of such Merged Entity is charged pursuant to a Collateral Security Document on terms of at least an equivalent nature and equivalent ranking as any Security Document relating to the shares in each relevant Original Entity within 60 days of the merger (provided that any limitation, imperfection or new preference or other period arising from the replacement of such Lien shall not be taken into account when determining whether such security interest is an equivalent Lien)merger; (E) such Merged Entity has entered into Collateral Security Documents (if applicable) within 60 days of the merger which provide an equivalent Lien security over the same assets (provided that any limitation, imperfection or new preference or other period arising from the replacement of such Lien shall not be taken into account when determining whether such security interest is at least an equivalent Lien)nature and ranking to the security provided by the relevant Original Entities pursuant to any Security Documents entered into by them; (F) any possibility of the Collateral Security Documents referred to in subparagraphs (D) or (E) above being challenged or set aside is not materially greater than any such possibility in relation to the Collateral Security Documents entered into by, or in respect of the share capital of, any relevant Original Entity; and (G) all the property and other assets of the relevant Original Entities are vested in the Merged Entity and the Merged Entity has assumed all the rights and obligations of the relevant Original Entities under any, material Necessary Authorizations Authorisations and Licenses Licences and other licenses licences or registrations (to the extent reasonably necessary for the business of the relevant Original Entities) granted in favor favour of the Original Entities under Telecommunications, Telecommunications and Cable and Broadcasting Laws and/or all such rights and obligations have been transferred to the Merged Entity and/or the relevant Necessary Authorizations Authorisations and Licenses Licences and other licenses licences or registrations (to the extent reasonably necessary for the business of the relevant Original Entities) granted in favor favour of the Original Entities under Telecommunications, Telecommunications and Cable and Broadcasting Laws have been reissued to the Merged Entity, except that the requirements of paragraphs (C) to (G) above will not apply in respect of any merger between Original Entities: (1) both of which are not Loan PartiesObligors; and (2) neither one of which is party to a Collateral Security Document, neither one of whose share capital is charged pursuant to a Collateral Security Document and neither one of whom owes any receivables to another member of the Bank Group which are pledged pursuant to a Collateral Security Document; or (v) such amalgamation, consolidation or merger is between two members of the Bank Group; or (vi) in the event that the relevant member of the Bank Group liquidates or dissolves in accordance with this Agreementthe provisions of Clause 24.30 (Internal Reorganisations).

Acquisitions and Mergers. (a) Each Loan Party will notNo Obligor will, and each Obligor will not permit any member procure that none of the Bank Group toits Subsidiaries will, make any Acquisition, Restricted Acquisition other than: (i) any Acquisition approved in writing by the Required Lenders; (ii) than any Permitted Acquisition; (iii) , Permitted Joint Venture and any Permitted Transaction; (iv) any Permitted Joint Venture; (v) any Acquisition from any person which is a member of the Bank Group or subscription of an interest in the share capital (or equivalent) in any person which is a member of the Bank Group; or (vi) in connection with a merger or consolidation permitted by paragraph (b) below. (b) Each Loan Party Obligor will not merge or consolidate with any other company or person and will not permit any procure that no member of the Bank Group to will merge or consolidate with any other company or person except save for: (i) any Permitted Transaction; (ii) Restricted Acquisitions permitted by paragraph (a) above and dispositions disposals permitted by Section 7.05;Clause 19.6 (Disposals); or (iiiii) with the prior written consent of the Required Facility Agent (acting on the instructions of the Majority Lenders;); or (iviii) mergers between any member of the Bank Group with (I) any or all of the other members of the Bank Group or (II) an Unrestricted Subsidiary (“Original Entities”), into one or more entities (each a “Merged Entity”) provided that in the case of these clauses (I) and (II):that: (A) reasonable details of the proposed merger in order to demonstrate satisfaction with subparagraphs (CB) to (GE) below are provided to the Administrative Facility Agent within 30 days after the date on which the merger is entered into; (B) if the proposed merger is between a member of the Bank Group and an Unrestricted Subsidiary, the Company has delivered to the Administrative Agent within 30 days after the date on which the merger is entered into a certificate signed by an authorized signatory which demonstrates that, as of the date of such merger, the Company is in Pro Forma Compliance with the Financial Covenants as of the last Compliance Date for the period commencing on the date of merger and ending on the earlier of the date that falls 3 years from the date of merger and the Maturity Date; (C) such Merged Entity will be a member of the Bank Group and will be liable for the obligations of the relevant Original Entities (including the obligations under this Agreement and the Collateral Security Documents), which obligations remain unaffected by the merger, and entitled to the benefit of all rights of such Original Entities; (DC) (if all or any part of the Capital Stock share capital of any of the relevant Original Entities is subject to a Lien was charged pursuant to a Collateral Security Document, an equivalent Lien is granted over ) the equivalent part of the Capital Stock issued share capital of such Merged Entity is charged pursuant to a Collateral Security Document on terms of at least an equivalent nature and equivalent ranking as any Security Document relating to the shares in each relevant Original Entity within 60 days of the merger (provided that any limitation, imperfection or new preference or other period arising from the replacement of such Lien shall not be taken into account when determining whether such security interest is an equivalent Lien)merger; (E) such Merged Entity has entered into Collateral Documents (if applicable) within 60 days of the merger which provide an equivalent Lien over the same assets (provided that any limitation, imperfection or new preference or other period arising from the replacement of such Lien shall not be taken into account when determining whether such security interest is an equivalent Lien); (FD) any possibility of the Collateral Security Documents referred to in subparagraphs subparagraph (D) or (EC) above being challenged or set aside is not materially greater than any such possibility in relation to the Collateral Security Documents entered into by, or in respect of the share capital of, any relevant Original Entity; and (GE) all the property and other assets of the relevant Original Entities are vested in the Merged Entity and the Merged Entity has assumed all the rights and obligations of the relevant Original Entities under anyany relevant Material Contracts, material Necessary Authorizations and Licenses Authorisations and other licenses licences or registrations (to the extent reasonably necessary for the business of the relevant Original Entities) granted in favor favour of the Original Entities under Telecommunications, Cable and Broadcasting Laws and/or all such rights and obligations have been transferred to the Merged Entity and/or the relevant Material Contracts, Necessary Authorizations and Licenses Authorisations and other licenses licences or registrations (to the extent reasonably necessary for the business of the relevant Original Entities) granted in favor favour of the Original Entities under Telecommunications, Cable and Broadcasting Laws have been reissued to the Merged Entity, except that the requirements of paragraphs (CB) to (GE) above will not apply in respect of any merger between Original Entities: (1) : I. both of which are not Loan PartiesObligors; and (2) neither one of which is party to a Collateral Document, neither one of whose share capital is charged pursuant to a Collateral Document and neither one of whom owes any receivables to another member of the Bank Group which are pledged pursuant to a Collateral Document; or (v) in the event that the relevant member of the Bank Group liquidates or dissolves in accordance with this Agreement.