Common use of CERTAIN INTERCOMPANY MERGERS, ETC Clause in Contracts

CERTAIN INTERCOMPANY MERGERS, ETC. If no Default or Event of Default shall have occurred and be continuing or would result therefrom, (i) the merger, consolidation or amalgamation of any Subsidiary of the Borrower with or into the Borrower; PROVIDED that the Borrower is the surviving or continuing or resulting corporation; (ii) the merger, consolidation or amalgamation of any Subsidiary of the Borrower with or into another Subsidiary of the Borrower; PROVIDED that the surviving or continuing or resulting corporation is a Wholly-Owned Subsidiary of the Borrower; and PROVIDED, FURTHER, that if any such Subsidiary is a guarantor under the Subsidiary Guaranty, the surviving or continuing or resulting corporation is or contemporaneously therewith becomes a guarantor under the Subsidiary Guaranty; (iii) the liquidation, winding up or dissolution of any Subsidiary of the Borrower; (iv) the making of any Asset Sale by the Borrower to any Wholly-Owned Subsidiary; (v) the making of any Asset Sale by any Subsidiary to the Borrower; and (vi) the making of any Asset Sale by any Subsidiary of the Borrower to any Wholly-Owned Subsidiary of the Borrower; PROVIDED that if the selling Subsidiary is a guarantor under the Subsidiary Guaranty the purchasing Subsidiary must be, or contemporaneously become, a guarantor under the Subsidiary Guaranty.

CERTAIN INTERCOMPANY MERGERS, ETC. If no Default or Event of Default shall have occurred and be continuing or would result therefrom, (i) the merger, consolidation or amalgamation of any Material Subsidiary of the a Borrower with or into the a Borrower; PROVIDED that the , provided a Borrower is the surviving or continuing or resulting corporationPerson; (ii) the merger, consolidation or amalgamation of any Material Subsidiary of GTG Intangible with or into GTG Intangible, provided GTG Intangible is the surviving or continuing or resulting Person (iii) the merger, consolidation or amalgamation of any Material Subsidiary of a Borrower that is not a Guarantor with or into another Material Subsidiary of the a Borrower; PROVIDED , provided that the surviving or continuing or resulting corporation Person is a Wholly-Owned Material Subsidiary that is a Domestic Subsidiary directly owned by a Borrower or a Guarantor that is a Wholly-Owned Material Subsidiary of the Borrower; and PROVIDED, FURTHER, that if any such Subsidiary is a guarantor under the Subsidiary Guaranty, the surviving or continuing or resulting corporation is or contemporaneously therewith becomes a guarantor under the Subsidiary Guaranty; (iii) the liquidation, winding up or dissolution of any Subsidiary of the Borrower; (iv) the making merger, consolidation or amalgamation of any Asset Sale by Material Subsidiary of GTG Intangible that is not a Guarantor with or into another Material Subsidiary GTG Intangible, provided that the Borrower to any surviving or continuing or resulting Person is a Wholly-Owned SubsidiaryMaterial Subsidiary that is a directly owned by GTG Intangible or a Guarantor that is a Wholly-Owned Material Subsidiary of GTG Intangible; (v) the making merger, consolidation or amalgamation of any Asset Sale by any Subsidiary to the Borrower; andDomestic Facility Guarantor with or into another Domestic Facility Guarantor (vi) the making merger, consolidation or amalgamation of any Asset Sale Canadian Guarantor with or into another Canadian Guarantor; (vii) the transfer or other disposition of any property by any Subsidiary Domestic Facility Guarantor to a Domestic Facility Borrower or to another Domestic Facility Guarantor; and (viii) the transfer or other disposition of the any property by any Canadian Facility Guarantor to a Canadian Facility Borrower or to any Wholly-Owned Subsidiary of the Borrower; PROVIDED that if the selling Subsidiary is a guarantor under the Subsidiary Guaranty the purchasing Subsidiary must be, or contemporaneously become, a guarantor under the Subsidiary Guarantyanother Canadian Facility Guarantor.

CERTAIN INTERCOMPANY MERGERS, ETC. If no Default or Event of Default shall have occurred and be continuing or would result therefrom,: (i) the merger, consolidation or amalgamation of any Subsidiary of the Borrower with or into the Borrower; PROVIDED that , provided the Borrower is the surviving or continuing or resulting corporation; (ii) the merger, consolidation or amalgamation of any Subsidiary of the Borrower with or into another Subsidiary of the Borrower; PROVIDED , provided that the surviving or continuing or resulting corporation is a Wholly-Owned Subsidiary of the Borrower; Borrower and PROVIDEDprovided, FURTHERfurther, that if any a party to such Subsidiary merger, consolidation or amalgamation is a guarantor under the Subsidiary GuarantyGuarantor, the surviving or continuing or resulting corporation is or contemporaneously therewith becomes a guarantor under the Subsidiary GuarantyGuarantor; (iii) the liquidation, winding up or dissolution of any Non-Material Subsidiary of the Borrower;; and (iv) the making transfer or other disposition of any Asset Sale property by the Borrower to any Wholly-Owned Subsidiary; (v) the making of any Asset Sale Subsidiary or by any Subsidiary to the Borrower; and (vi) the making of Borrower or any Asset Sale by any Subsidiary of the Borrower to any other Wholly-Owned Subsidiary of the Borrower; PROVIDED provided, that if the selling Subsidiary transferor is a guarantor under Subsidiary Guarantor or the property being transferred is subject to the Liens of the Security Documents, the Subsidiary Guaranty to which such property is transferred shall also be a Subsidiary Guarantor and the purchasing property shall continue to be subject to the Liens of the Security Documents; provided further that transfers by a Subsidiary must beGuarantor or of property subject to the Liens of the Security Documents to a Subsidiary that is not a Subsidiary Guarantor shall be permitted to the extent such transfers do not exceed $1,000,000 in the aggregate in any fiscal year; shall each be permitted, or contemporaneously become, a guarantor under if after giving effect thereto at least 60% of the Subsidiary GuarantyConsolidated Total Assets (exclusive of intercompany items) of the Borrower are owned directly by the Borrower and the other Credit Parties and not indirectly through Subsidiaries that are not Credit Parties.

CERTAIN INTERCOMPANY MERGERS, ETC. If no Default or Event of Default shall have occurred and be continuing or would result therefrom, (i) the merger, consolidation or amalgamation of any Subsidiary of the Borrower with or into the Borrower; PROVIDED that , provided the Borrower is the surviving or continuing or resulting corporation; (ii) the merger, consolidation or amalgamation of any Domestic Subsidiary of the Borrower with or into another Domestic Subsidiary of the Borrower; PROVIDED , provided that the surviving or continuing or resulting corporation is a Domestic Subsidiary of the Borrower which, if a Material Subsidiary, is a Subsidiary Guarantor and a Wholly-Owned Subsidiary of the Borrower; (iii) the merger, consolidation or amalgamation of any Foreign Subsidiary of the Borrower (other than any which is the Borrower hereunder) with or into another Foreign Subsidiary of the Borrower, provided that the surviving or continuing or resulting corporation is a Wholly-Owned Subsidiary of the Borrower; and PROVIDED, FURTHER, that if any such Subsidiary is a guarantor under the Subsidiary Guaranty, the surviving or continuing or resulting corporation is or contemporaneously therewith becomes a guarantor under the Subsidiary Guaranty; (iiiiv) the liquidation, winding up or dissolution of any Subsidiary of the Borrower; (ivx) the making of any Asset Sale by the Borrower to any Wholly-Owned Subsidiary; (v) the making of any Asset Sale by any Subsidiary to the Borrower; and (vi) the making of any Asset Sale by any Subsidiary of the Borrower to any Wholly-Owned Subsidiary of the Borrower; PROVIDED that if or (y) any other Subsidiary of the selling Borrower in an Asset Sale permitted under section 9.2(d); and (v) the transfer or other disposition of any property by the Borrower to any Subsidiary is a guarantor under or by any Subsidiary to the Borrower or any other Subsidiary Guaranty of the purchasing Subsidiary must beBorrower in the ordinary course of business, or contemporaneously become, a guarantor under the Subsidiary Guarantyregardless of whether such intercompany transaction would constitute an Asset Sale.

CERTAIN INTERCOMPANY MERGERS, ETC. If no Default or Event of Default shall have occurred and be continuing or would result therefrom, (i) the merger, consolidation or amalgamation of any Subsidiary of the a Borrower with or into the a Borrower; , PROVIDED that the a Borrower is the surviving or continuing or resulting corporation; (ii) the Reorganization; or the merger, consolidation or amalgamation of any Subsidiary of the a Borrower (other than Brush Wellxxx) xxat is not a Guarantor with or into another Subsidiary of the a Borrower; , PROVIDED that the surviving or continuing or resulting corporation is a Wholly-Owned Subsidiary of the Borrower; and PROVIDED, FURTHER, that if any such Subsidiary is a guarantor under the Domestic Subsidiary Guaranty, the surviving directly owned by a Borrower or continuing or resulting corporation a Guarantor that is or contemporaneously therewith becomes a guarantor under the Wholly-Owned Subsidiary Guarantyof a Borrower; (iii) the liquidation, winding up or dissolution of any Subsidiary of the a Borrower, other than Brush Wellxxx xx a Material Subsidiary; (iv) the making transfer or other disposition of any Asset Sale property by any Subsidiary of a Borrower, other than Brush Wellxxx, x Guarantor or a Subsidiary the capital stock of, or other equity or ownership interest in, is pledged under the Pledge Agreement, to a Borrower or to any Wholly-Owned SubsidiarySubsidiary directly owned by a Borrower; (v) the making merger, consolidation or amalgamation of any Asset Sale by any Subsidiary to the BorrowerGuarantor with or into another Guarantor; and (vi) the making transfer or other disposition of any Asset Sale property by any Subsidiary of the Guarantor to a Borrower or to any Wholly-Owned Subsidiary of the Borrower; PROVIDED that if the selling Subsidiary is a guarantor under the Subsidiary Guaranty the purchasing Subsidiary must be, or contemporaneously become, a guarantor under the Subsidiary Guarantyanother Guarantor.

CERTAIN INTERCOMPANY MERGERS, ETC. If no Default or Event of Default shall have occurred and be continuing or would result therefrom, (i) the merger, consolidation or amalgamation of any Subsidiary of the Borrower with or into the Borrower; , PROVIDED that the Borrower is the surviving or continuing or resulting corporation; (ii) the merger, consolidation or amalgamation of any Domestic Subsidiary of the Borrower with or into another Domestic Subsidiary of the Borrower; , PROVIDED that the surviving or continuing or resulting corporation is a Domestic Subsidiary of the Borrower which is a Subsidiary Guarantor and a Wholly-Owned Subsidiary of the Borrower; (iii) the merger, consolidation or amalgamation of any Foreign Subsidiary of the Borrower with or into another Foreign Subsidiary of the Borrower, PROVIDED that the surviving or continuing or resulting corporation is a Wholly-Owned Subsidiary of the Borrower; and PROVIDED, FURTHER, that if any such Subsidiary is a guarantor under the Subsidiary Guaranty, the surviving or continuing or resulting corporation is or contemporaneously therewith becomes a guarantor under the Subsidiary Guaranty; (iiiiv) the liquidation, winding up or dissolution of any Subsidiary of the Borrower; (ivx) the making of any Asset Sale by the Borrower to any Wholly-Owned Subsidiary; (v) the making of any Asset Sale by any Subsidiary to the Borrower; and (vi) the making of any Asset Sale by any Subsidiary of the Borrower to any Wholly-Owned Subsidiary of the Borrower; PROVIDED that if or (y) any other Subsidiary of the selling Borrower in an Asset Sale permitted under section 9.2(d); and (v) the transfer or other disposition of any property by the Borrower to any Wholly- Owned Subsidiary is a guarantor under or by any Subsidiary to the Borrower or any other Wholly-Owned Subsidiary Guaranty of the purchasing Subsidiary must beBorrower, or contemporaneously become, a guarantor under the Subsidiary Guarantyregardless of whether such intercompany transaction would constitutes an Asset Sale.

CERTAIN INTERCOMPANY MERGERS, ETC. If no Default or Event of Default shall have occurred and be continuing or would result therefrom,: (i) the merger, consolidation or amalgamation of any Subsidiary (other than the Receivables Subsidiary) of the Borrower with or into the Borrower; , PROVIDED that the Borrower is the surviving or continuing or resulting corporation; (ii) the merger, consolidation or amalgamation of any Subsidiary (other than the Receivables Subsidiary) of the Borrower with or into another Subsidiary of the Borrower; , PROVIDED that the surviving or continuing or resulting corporation is a Wholly-Owned Subsidiary of the Borrower; and PROVIDED, FURTHER, Borrower that if any such Subsidiary is a guarantor under the Subsidiary Guaranty, the surviving or continuing or resulting corporation is or contemporaneously therewith becomes a guarantor under the Subsidiary GuarantyGuarantor of Payment; (iii) the liquidation, winding up or dissolution of any Subsidiary of the Borrower;Borrower (other than a Guarantor of Payment); and (iv) the making transfer or other disposition of any Asset Sale property by the Borrower to any Wholly-Owned Subsidiary; (v) the making Subsidiary that is a Guarantor of any Asset Sale Payment or by any Subsidiary Guarantor of Payment to the Borrower; and (vi) the making of Borrower or any Asset Sale by any Subsidiary of the Borrower to any other Wholly-Owned Subsidiary of the Borrower; PROVIDED Borrower that if the selling Subsidiary is a guarantor under Guarantor of Payment; shall each be permitted, if after giving effect thereto at least 66+2/3% of the Subsidiary Guaranty Consolidated Total Assets of the purchasing Subsidiary must be, or contemporaneously become, a guarantor under Borrower are owned directly by the Subsidiary GuarantyBorrower and not indirectly through Subsidiaries.

CERTAIN INTERCOMPANY MERGERS, ETC. If no Default or Event of Default shall have occurred and be continuing or would result therefrom, (i) the merger, consolidation or amalgamation of any Material Subsidiary of the a Borrower with or into the a Borrower; PROVIDED that the , provided a Borrower is the surviving or continuing or resulting corporationPerson; (ii) the merger, consolidation or amalgamation of any Material Subsidiary of the Borrower with or into another Material Subsidiary; (iii) the merger, consolidation or amalgamation of any Material Subsidiary of the a Borrower that is not a Guarantor with or into another Material Subsidiary of a Borrower; PROVIDED , provided that the surviving or continuing or resulting corporation Person is a Wholly-Owned Material Subsidiary that is a Domestic Subsidiary directly owned by a Borrower or a Guarantor that is a Wholly-Owned Material Subsidiary of the Borrower; and PROVIDED, FURTHER, that if any such Subsidiary is a guarantor under the Subsidiary Guaranty, the surviving or continuing or resulting corporation is or contemporaneously therewith becomes a guarantor under the Subsidiary Guaranty; (iii) the liquidation, winding up or dissolution of any Subsidiary of the Borrower; (iv) the making merger, consolidation or amalgamation of any Asset Sale by (A) Domestic Facility Borrower with or into another Domestic Facility Borrower (provided that in any such transaction involving Genlyte Group, Genlyte Group shall be the Borrower to any Wholly-Owned Subsidiarysurviving entity) or (B) Domestic Facility Guarantor with or into another Domestic Facility Guarantor; (v) the making merger, consolidation or amalgamation of any Asset Sale by any Subsidiary to the Borrower; and(A) Canadian Facility Borrower with or into another Canadian Facility Borrower or (B) Canadian Facility Guarantor with or into another Canadian Facility Guarantor; (vi) the making transfer or other disposition of any Asset Sale property by any Subsidiary Domestic Facility Guarantor to a Domestic Facility Borrower or to another Domestic Facility Guarantor; and (vii) the transfer or other disposition of the any property by any Canadian Facility Guarantor to a Canadian Facility Borrower or to any Wholly-Owned Subsidiary of the Borrower; PROVIDED that if the selling Subsidiary is a guarantor under the Subsidiary Guaranty the purchasing Subsidiary must be, or contemporaneously become, a guarantor under the Subsidiary Guarantyanother Canadian Facility Guarantor.