Common use of Consolidation and Merger Clause in Contracts

Consolidation and Merger. Such Borrower will not enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that notwithstanding the foregoing provisions of this Section 9.2, the following actions may be taken if, after giving effect thereto, no Default or Event of Default by such Borrower exists: (a) a Subsidiary of such Borrower may be merged or consolidated with or into any Borrower; provided that a Borrower shall be the continuing or surviving entity; (b) such Borrower may merge or consolidate with any other Person if either (i) such Borrower shall be the continuing or surviving entity or (ii) such Borrower shall not be the continuing or surviving entity and the entity so continuing or surviving (A) is an entity organized and duly existing under the law of any state of the United States and (B) executes and delivers to the Administrative Agent and the Lenders an instrument in form satisfactory to the Required Lenders pursuant to which it expressly assumes the Loans of such Borrower and all of the other obligations of such Borrower under the Credit Documents and procures for the Administrative Agent and each Lender an opinion in form satisfactory to the Required Lenders and from counsel satisfactory to the Required Lenders in respect of the due authorization, execution, delivery and enforceability of such instrument and covering such other matters as the Required Lenders may reasonably request; and (c) such Borrower may be merged or consolidated with or into any other Borrower.

Consolidation and Merger. Such Borrower will not enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that notwithstanding the foregoing provisions of this Section 9.2, the following actions may be taken if, after giving effect thereto, no Default or Event of Default by such Borrower exists: (a) a Subsidiary or Consolidated Affiliate of such Borrower may be merged or consolidated with or into any Borrower; provided that a Borrower shall be the continuing or surviving entity; (b) such Borrower may merge or consolidate with any other Person if either (i) such Borrower shall be the continuing or surviving entity or (ii) such Borrower shall not be the continuing or surviving entity and the entity so continuing or surviving (A) is an entity organized and duly existing under the law of any state of the United States and (B) executes and delivers to the Administrative Agent and the Lenders an instrument in form satisfactory to the Required Lenders pursuant to which it expressly assumes the Loans of such Borrower and all of the other obligations of such Borrower under the Credit Documents and procures for the Administrative Agent and each Lender an opinion in form satisfactory to the Required Lenders and from counsel satisfactory to the Required Lenders in respect of the due authorization, execution, delivery and enforceability of such instrument and covering such other matters as the Required Lenders may reasonably request; and (c) such Borrower may be merged or consolidated with or into any other Borrower.

Consolidation and Merger. Such The Borrower will not enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that notwithstanding the foregoing provisions of this Section 9.2, the following actions may be taken if, both immediately prior thereto and after giving effect thereto, no Default or Event of Default by such Borrower exists: (a) a Subsidiary of such the Borrower may be merged or consolidated with or into any the Borrower; provided that a the Borrower shall be the continuing or surviving entity;; and (b) such the Borrower may merge or consolidate with any other Person if either (i) such the Borrower shall be the continuing or surviving entity or (ii) such the Borrower shall not be the continuing or surviving entity and the entity so continuing or surviving (A) is an entity organized and duly existing under the law of any state of the United States and (B) executes and delivers to the Administrative Agent and the Lenders an instrument in form satisfactory to the Required Lenders pursuant to which it expressly assumes the Loans of such Borrower and all of the other obligations of such the Borrower under the Credit Documents and procures for the Administrative Agent and each Lender an opinion in form satisfactory to the Required Lenders and from counsel satisfactory to the Required Lenders in respect of the due authorization, execution, delivery and enforceability of such instrument and covering such other matters as the Required Lenders may reasonably request; and (c) such Borrower may be merged or consolidated with or into any other Borrower.

Consolidation and Merger. Such The Borrower will not enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that notwithstanding the foregoing provisions of this Section 9.2, the following actions may be taken if, both immediately prior thereto and after giving effect thereto, no Default or Event of Default by such Borrower exists: (a) a. a Subsidiary of such the Borrower may be merged or consolidated with or into any the Borrower; provided that a the Borrower shall be the continuing or surviving entity;; and (b) such b. the Borrower may merge or consolidate with any other Person if either (i) such the Borrower shall be the continuing or surviving entity or (ii) such the Borrower shall not be the continuing or surviving entity and the entity so continuing or surviving (A) is an entity organized and duly existing under the law of any state of the United States and (B) executes and delivers to the Administrative Agent and the Lenders an instrument in form satisfactory to the Required Lenders pursuant to which it expressly assumes the Loans of such Borrower and all of the other obligations of such the Borrower under the Credit Documents and procures for the Administrative Agent and each Lender an opinion in form satisfactory to the Required Lenders and from counsel satisfactory to the Required Lenders in respect of the due authorization, execution, delivery and enforceability of such instrument and covering such other matters as the Required Lenders may reasonably request; and (c) such Borrower may be merged or consolidated with or into any other Borrower.

Consolidation and Merger. Such The Borrower will not enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that notwithstanding the foregoing provisions of this Section 9.2, the following actions may be taken if, after giving effect thereto, no Default or Event of Default by such the Borrower exists: (a) a Subsidiary or Consolidated Affiliate of such the Borrower may be merged or consolidated with or into any the Borrower; provided that a the Borrower shall be the continuing or surviving entity;; and (b) such the Borrower may merge or consolidate with any other Person if either (i) such the Borrower shall be the continuing or surviving entity or (ii) such the Borrower shall not be the continuing or surviving entity and the entity so continuing or surviving (A) is an entity organized and duly existing under the law of any state of the United States and (B) executes and delivers to the Administrative Agent and the Lenders an instrument in form satisfactory to the Required Lenders pursuant to which it expressly assumes the Loans of such Borrower and all of the other obligations of such the Borrower under the Credit Documents and procures for the Administrative Agent and each Lender an opinion in form satisfactory to the Required Lenders and from counsel satisfactory to the Required Lenders in respect of the due authorization, execution, delivery and enforceability of such instrument and covering such other matters as the Required Lenders may reasonably request; and (c) such Borrower may be merged or consolidated with or into any other Borrower.

Consolidation and Merger. Such The Borrower will not enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that notwithstanding the foregoing provisions of this Section 9.2, the following actions may be taken if, both immediately prior thereto and after giving effect thereto, no Default or Event of Default by such Borrower exists: (a) : a Subsidiary of such the Borrower may be merged or consolidated with or into any the Borrower; provided that a the Borrower shall be the continuing or surviving entity; (b) such ; and the Borrower may merge or consolidate with any other Person if either (i) such the Borrower shall be the continuing or surviving entity or (ii) such the Borrower shall not be the continuing or surviving entity and the entity so continuing or surviving (A) is an entity organized and duly existing under the law of any state of the United States and (B) executes and delivers to the Administrative Agent and the Lenders an instrument in form satisfactory to the Required Lenders pursuant to which it expressly assumes the Loans of such Borrower and all of the other obligations of such the Borrower under the Credit Documents and procures for the Administrative Agent and each Lender an opinion in form satisfactory to the Required Lenders and from counsel satisfactory to the Required Lenders in respect of the due authorization, execution, delivery and enforceability of such instrument and covering such other matters as the Required Lenders may reasonably request; and (c) such Borrower may be merged or consolidated with or into any other Borrower.

Consolidation and Merger. Such The Borrower will not, and will not permit any of its Principal Subsidiaries to, enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that notwithstanding the foregoing provisions of this Section 9.2that, the following actions may be taken if, after giving effect thereto, no Default or Event of Default by such Borrower exists: (a) a Subsidiary of such Borrower Person may be merged or consolidated with or into the Borrower or a wholly-owned Subsidiary of the Borrower, so long as (a) in any such transaction to which the Borrower is a party (i) the surviving or successor entity (if other than the Borrower; provided ) assumes, in form reasonably satisfactory to the Required Lenders, all of the obligations of the Borrower under this Agreement and has long-term senior unsecured debt ratings issued (and confirmed after giving effect to such merger) by S&P and Xxxxx’x of at least BBB and Baa2, respectively (or if no such ratings have been issued, commercial paper ratings issued (and confirmed after giving effect to such merger) by S&P and Xxxxx’x of at least A-2 and P-2, respectively and (ii) the Lenders shall have received such other documents as may reasonably be requested in connection with such merger or consolidation, 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 the Required Lenders, to the effect that all agreements or instruments effecting the assumption of the obligations of the Borrower under this Agreement are enforceable in accordance with their terms, (b) if a Principal Subsidiary is involved, such Principal Subsidiary or a wholly owned Subsidiary of the Borrower shall be the continuing or surviving entity; (b) such Borrower may merge or consolidate with any other Person if either (i) such Borrower shall be ; provided that the continuing or surviving entity or (ii) such Borrower foregoing shall not be prohibit mergers, consolidations or liquidations of a Principal Subsidiary into the continuing or surviving entity Borrower, and the entity so continuing or surviving (A) is an entity organized and duly existing under the law of any state of the United States and (B) executes and delivers to the Administrative Agent and the Lenders an instrument in form satisfactory to the Required Lenders pursuant to which it expressly assumes the Loans of such Borrower and all of the other obligations of such Borrower under the Credit Documents and procures for the Administrative Agent and each Lender an opinion in form satisfactory to the Required Lenders and from counsel satisfactory to the Required Lenders in respect of the due authorization, execution, delivery and enforceability of such instrument and covering such other matters as the Required Lenders may reasonably request; and (c) immediately before and after such Borrower may be merged merger or consolidated with consolidation there does not exist a Default or into any other Borroweran Event of Default.

Consolidation and Merger. Such Borrower will not enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that notwithstanding the foregoing provisions of this Section 9.2, the following actions may be taken if, after giving effect thereto, no Default or Event of Default by such Borrower exists: (a) a. a Subsidiary of such Borrower may be merged or consolidated with or into any Borrower; provided that a Borrower shall be the continuing or surviving entity; (b) b. such Borrower may merge or consolidate with any other Person if either (i) such Borrower shall be the continuing or surviving entity or (ii) such Borrower shall not be the continuing or surviving entity and the entity so continuing or surviving (A) is an entity organized and duly existing under the law of any state of the United States and (B) executes and delivers to the Administrative Agent and the Lenders an instrument in form satisfactory to the Required Lenders pursuant to which it expressly assumes the Loans of such Borrower and all of the other obligations of such Borrower under the Credit Documents and procures for the Administrative Agent and each Lender an opinion in form satisfactory to the Required Lenders and from counsel satisfactory to the Required Lenders in respect of the due authorization, execution, delivery and enforceability of such instrument and covering such other matters as the Required Lenders may reasonably request; and (c) c. such Borrower may be merged or consolidated with or into any other Borrower.

Consolidation and Merger. Such Borrower will not enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that notwithstanding the foregoing provisions of this Section 9.28.2, the following actions may be taken if, after giving effect thereto, no Default or Event of Default by such Borrower exists: (a) a Subsidiary of such Borrower may be merged or consolidated with or into any Borrower; provided that a Borrower shall be the continuing or surviving entity; (b) such Borrower may merge or consolidate with any other Person if either (i) such Borrower shall be the continuing or surviving entity or (ii) such Borrower shall not be the continuing or surviving entity and the entity so continuing or surviving (A) is an entity organized and duly existing under the law of any state of the United States and (B) executes and delivers to the Administrative Agent and the Lenders an instrument in form satisfactory to the Required Lenders pursuant to which it expressly assumes the Loans of such Borrower and all of the other obligations of such Borrower under the Credit Documents and procures for the Administrative Agent and each Lender an opinion in form satisfactory to the Required Lenders and from counsel satisfactory to the Required Lenders in respect of the due authorization, execution, delivery and enforceability of such instrument and covering such other matters as the Required Lenders may reasonably request; and (c) such Borrower may be merged or consolidated with or into any other Borrower.

Consolidation and Merger. Such Borrower will not enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that notwithstanding the foregoing provisions of this Section 9.28.2, the following actions may be taken if, after giving effect thereto, no Default or Event of Default by such Borrower exists: (a) : a Subsidiary of such Borrower may be merged or consolidated with or into any Borrower; provided that a Borrower shall be the continuing or surviving entity; (b) ; such Borrower may merge or consolidate with any other Person if either (i) such Borrower shall be the continuing or surviving entity or (ii) such Borrower shall not be the continuing or surviving entity and the entity so continuing or surviving (A) is an entity organized and duly existing under the law of any state of the United States and (B) executes and delivers to the Administrative Agent and the Lenders an instrument in form satisfactory to the Required Lenders pursuant to which it expressly assumes the Loans of such Borrower and all of the other obligations of such Borrower under the Credit Documents and procures for the Administrative Agent and each Lender an opinion in form satisfactory to the Required Lenders and from counsel satisfactory to the Required Lenders in respect of the due authorization, execution, delivery and enforceability of such instrument and covering such other matters as the Required Lenders may reasonably request; and (c) and such Borrower may be merged or consolidated with or into any other Borrower.

Consolidation and Merger. Such The Borrower will not enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that notwithstanding the foregoing provisions of this Section 9.28.2, the following actions may be taken if, if after giving effect thereto, thereto no Default or Event of Default by such Borrower exists: (a) a Subsidiary of such the Borrower may be merged or consolidated with or into any the Borrower; provided that a the Borrower shall be the continuing or surviving entity;corporation; and (b) such the Borrower may merge or consolidate with any other Person (other than one of its Subsidiaries) if either (i) such the Borrower shall be the continuing or surviving entity corporation or (ii) such the Borrower shall not be the continuing or surviving entity corporation and the entity corporation so continuing or surviving (A) is an entity a corporation organized and duly existing under the law of any state of the United States States, (B) has (1) a long-term, senior, unsecured, non-credit enhanced debt rating of BBB- or better from S&P and Baa3 or better from Moody's or (2) a commercial paper rating of A-2 or better from S&P xxx X-2 or better from Moody's and (BC) executes and delivers to the Administrative Agent and the xxx xxx Lenders an instrument in form satisfactory to the Required Lenders pursuant to which it expressly assumes the Loans of such Borrower and all of the other obligations of such the Borrower under the Credit Documents and procures for the Administrative Agent and each Lender an opinion in form satisfactory to the Required Lenders and from counsel satisfactory to the Required Lenders in respect of the due authorization, execution, delivery and enforceability of such instrument and covering such other matters as the Required Lenders may reasonably request; and (c) provided that prior to any such merger or consolidation, the Borrower may shall have delivered to the Administrative Agent a certificate demonstrating that, upon giving effect to such merger or consolidation on a pro forma basis, the Borrower will be merged or consolidated in compliance with or into any other BorrowerSection 7.11.

Consolidation and Merger. Such The Borrower will not enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that notwithstanding the foregoing provisions of this Section 9.2, the following actions may be taken if, after giving effect thereto, no Default or Event of Default by such the Borrower exists: (a) a Subsidiary of such the Borrower may be merged or consolidated with or into any the Borrower; provided that a the Borrower shall be the continuing or surviving entity;; and (b) such the Borrower may merge or consolidate with any other Person if either (i) such the Borrower shall be the continuing or surviving entity or (ii) such the Borrower shall not be the continuing or surviving entity and the entity so continuing or surviving (A) is an entity organized and duly existing under the law of any state of the United States and (B) executes and delivers to the Administrative Agent and the Lenders an instrument in form satisfactory to the Required Lenders pursuant to which it expressly assumes the Loans of such the Borrower and all of the other obligations of such the Borrower under the Credit Documents and procures for the Administrative Agent and each Lender an opinion in form satisfactory to the Required Lenders and from counsel satisfactory to the Required Lenders in respect of the due authorization, execution, delivery and enforceability of such instrument and covering such other matters as the Required Lenders may reasonably request; and (c) such Borrower may be merged or consolidated with or into any other Borrower.

Consolidation and Merger. Such The Borrower will not enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that notwithstanding the foregoing provisions of this Section 9.2, the following actions may be taken if, after giving effect thereto, no Default or Event of Default by such the Borrower exists: (a) a Subsidiary of such the Borrower may be merged or consolidated with or into any the Borrower; provided that a the Borrower shall be the continuing or surviving entity;; and (b) such the Borrower may merge or consolidate with any other Person if either (i) such the Borrower shall be the continuing or surviving entity or (ii) such the Borrower shall not be the continuing or surviving entity and the entity so continuing or surviving (A) is an entity organized and duly existing under the law of any state of the United States and (B) executes and delivers to the Administrative Agent and the Lenders an instrument in form satisfactory to the Required Lenders pursuant to which it expressly assumes the Term Loans of such Borrower and all of the other obligations of such the Borrower under the Credit Documents and procures for the Administrative Agent and each Lender an opinion in form satisfactory to the Required Lenders and from counsel satisfactory to the Required Lenders in respect of the due authorization, execution, delivery and enforceability of such instrument and covering such other matters as the Required Lenders may reasonably request; and (c) such Borrower may be merged or consolidated with or into any other Borrower.

Consolidation and Merger. Such The Borrower will not enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that notwithstanding the foregoing provisions of this Section 9.2, the following actions may be taken if, both immediately prior thereto and after giving effect thereto, no Default or Event of Default by such Borrower exists: (a) a Subsidiary of such the Borrower may be merged or consolidated with or into any the Borrower; provided that a the Borrower shall be the continuing or surviving entity;; and (b) such the Borrower may merge or consolidate with any other Person if either (i) such the Borrower shall be the continuing or surviving entity or (ii) such the Borrower shall not be the continuing or surviving entity and the entity so continuing or surviving (A) is an entity organized and duly existing under the law of any state of the United States and (B) executes and delivers to the Administrative Agent and the Lenders an instrument in form satisfactory to the Required Lenders pursuant to which it expressly assumes the Loans of such Borrower Reimbursement Obligations and all of the other obligations of such the Borrower under the Credit Documents and procures for the Administrative Agent and each Lender an opinion in form satisfactory to the Required Lenders and from counsel satisfactory to the Required Lenders in respect of the due authorization, execution, delivery and enforceability of such instrument and covering such other matters as the Required Lenders may reasonably request; and (c) such Borrower may be merged or consolidated with or into any other Borrower.

Consolidation and Merger. Such Each Borrower will not, and will not enter permit any Subsidiary to, consolidate with or merge into any Person, or permit any other Person to merge into it, or acquire (in a transaction of merger analogous in purpose or effect to a consolidation or liquidatemerger) all or substantially all of the Property of any other Person, wind up except that: (a) any Person may merge into any Borrower or dissolve itself any Subsidiary so long as: (i) the Borrower or Subsidiary shall be the surviving entity; provided, however, that such Borrower or Subsidiary is not required to be the surviving entity if such Borrower's or Subsidiary's board of directors becomes a majority of the board of directors of the surviving entity immediately upon completion of such transaction and such surviving Person shall agree to assume each and every obligation of such Borrower or Subsidiary pursuant to this Agreement and any other Loan Document; (ii) the Person merging with or into a Borrower or a Subsidiary shall be in the same line or a related line of business as such Borrower or Subsidiary; (iii) the board of directors (or suffer any liquidation equivalent governing body) of such Person shall have given its prior effective written consent or dissolution)approval of such merger; provided that notwithstanding the foregoing provisions of this Section 9.2, the following actions may be taken if, after giving effect thereto, and (iv) no Potential Default or Event of Default by shall exist before or after giving effect to such Borrower exists:merger; and (ab) a the Company or any Subsidiary of such Borrower the Company may be merged or consolidated with or into into: (i) Chemical, if Chemical should be the continuing or surviving corporation, or (ii) any Borrower; other Subsidiary of Chemical, provided that if such other Subsidiary is a Borrower or Guarantor such other Subsidiary shall be the continuing or surviving entity; (b) such Borrower may merge or consolidate with any other Person if either (i) such Borrower shall be the continuing or surviving entity or (ii) such Borrower shall not be the continuing or surviving entity and the entity so continuing or surviving (A) is an entity organized and duly existing under the law of any state of the United States and (B) executes and delivers to the Administrative Agent and the Lenders an instrument in form satisfactory to the Required Lenders pursuant to which it expressly assumes the Loans of such Borrower and all of the other obligations of such Borrower under the Credit Documents and procures for the Administrative Agent and each Lender an opinion in form satisfactory to the Required Lenders and from counsel satisfactory to the Required Lenders in respect of the due authorization, execution, delivery and enforceability of such instrument and covering such other matters as the Required Lenders may reasonably request; and (c) such Borrower may be merged or consolidated with or into any other Borrowercorporation.

Consolidation and Merger. Such Each Borrower will not, and will not enter permit any Subsidiary to, consolidate with or merge into any Person, or permit any other Person to merge into it, or acquire (in a transaction of merger analogous in purpose or effect to a consolidation or liquidate, wind up merger) all or dissolve itself substantially all of the Property of any other Person (or suffer any liquidation or dissolution); provided that notwithstanding the foregoing provisions for purposes of this Section 9.27.6, each of such transactions, a "merger"; and the following actions verb "to merge" shall have meanings correlative thereto), except that (i) any Subsidiary may merge with and into any Borrower or any other Subsidiary, and (ii) any Borrower may merger with and into any other Borrower or any Subsidiary; and; (b) any other Person (except Seminis) may merge with and into any Borrower or any Subsidiary so long as: (i) the surviving entity shall be taken ifeither a Borrower or a Subsidiary, after giving provided that if the Security Documents are in effect and the surviving entity is a Subsidiary of Seminis but not of SVS or SVS Holland, Seminis shall pledge the Administrative Agent to the benefit of the Banks all (or 65%, if such Subsidiary is a Foreign Subsidiary) of the capital stock or other equity interest of such Subsidiary owned by Seminis pursuant to security documents containing substantially the same terms and conditions as the Security Agreement and otherwise satisfactory in form and substance to the Administrative Agent and subject to no other security interest, liens or encumbrances of any nature whatsoever; (ii) the Person merging with or into a Borrower or a Subsidiary shall be substantially in the same or a related line of business as the Borrowers and their Subsidiaries or businesses reasonably related thereto, ; (iii) no Potential Default or Event of Default by shall exist before or after giving effect to such Borrower exists: (a) a Subsidiary of such Borrower may be merged or consolidated with or into any Borrower; provided that a Borrower merger and Seminis shall be the continuing or surviving entity; (b) such Borrower may merge or consolidate with any other Person if either (i) such Borrower shall be the continuing or surviving entity or (ii) such Borrower shall not be the continuing or surviving entity and the entity so continuing or surviving (A) is an entity organized and duly existing under the law of any state of the United States and (B) executes and delivers deliver to the Administrative Agent Banks pro forma calculations, certified by the chief financial officer of Seminis, showing that after giving effect to such merger Seminis would have been in compliance with the covenants contained in Sections 7.20, 7.21 and 7.22 hereof during the Lenders an instrument four consecutive fiscal quarters preceding such merger and that Seminis will be in form satisfactory to compliance with such covenants during the Required Lenders pursuant to which it expressly assumes the Loans of four consecutive fiscal quarters following such Borrower and all of the other obligations of such Borrower under the Credit Documents and procures for the Administrative Agent and each Lender an opinion in form satisfactory to the Required Lenders and from counsel satisfactory to the Required Lenders in respect of the due authorization, execution, delivery and enforceability of such instrument and covering such other matters as the Required Lenders may reasonably requestmerger; and (civ) the aggregate consideration (including the aggregate principal amount of any Debt assumed or incurred in connection therewith but excluding the fair market value or the net cash proceeds from the sale of any capital stock of any Borrower or any Subsidiary issued or sold in connection therewith) paid in connection with all such Borrower may be merged or consolidated with or into mergers and all investments and acquisitions permitted by Section 7.10(c) hereof in any other Borrower.fiscal year shall not exceed an amount equal to 30% of Seminis' Net Worth as shown on Seminis' audited financial statements for the immediately preceding fiscal year. 41

Consolidation and Merger. Such The Borrower will not enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that notwithstanding the foregoing provisions of this Section 9.28.2, the following actions may be taken if, if after giving effect thereto, thereto no Default or Event of Default by such Borrower exists: (a) a Subsidiary of such the Borrower may be merged or consolidated with or into any the Borrower; provided that a the Borrower shall be the continuing or surviving entity;corporation; and (b) such the Borrower may merge or consolidate with any other Person (other than one of its Subsidiaries) if either (i) such the Borrower shall be the continuing or surviving entity corporation or (ii) such the Borrower shall not be the continuing or surviving entity corporation and the entity corporation so continuing or surviving (A) is an entity a corporation organized and duly existing under the law of any state of the United States States, (B) has (1) a long-term, senior, unsecured, non-credit enhanced debt rating of BBB- or better from S&P and Baa3 or better from Xxxxx’x or (2) a commercial paper rating of A-2 or better from S&P and P-2 or better from Xxxxx’x and (BC) executes and delivers to the Administrative Agent and the Lenders an instrument in form reasonably satisfactory to the Required Lenders pursuant to which it expressly assumes the Loans of such Borrower Loan and all of the other obligations of such the Borrower under the Credit Documents and procures for the Administrative Agent and each Lender an opinion in form satisfactory to the Required Lenders and from counsel reasonably satisfactory to the Required Lenders in respect of the due authorization, execution, delivery and enforceability of such instrument and covering such other matters as the Required Lenders may reasonably request; and (c) provided that prior to any such merger or consolidation, the Borrower may shall have delivered to the Administrative Agent a certificate demonstrating that, upon giving effect to such merger or consolidation on a pro forma basis, the Borrower will be merged or consolidated in compliance with or into any other BorrowerSection 7.11.

Consolidation and Merger. Such Borrower No Credit Party will not enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that notwithstanding the foregoing provisions of this Section 9.28.4, the following actions may be taken if, after giving effect thereto, no Default or Event of Default by such Borrower exists: (a) a Subsidiary of such Borrower any Credit Party may be merged or consolidated with or into the Borrower or any Borrower; provided that a other Credit Party if (a) such transaction is between the Borrower shall be and another Credit Party, the Borrower is the continuing or surviving entity; corporation; (b) the Administrative Agent is given prior written notice of such action, and the Credit Parties execute and deliver such documents, instruments and certificates as the Collateral Agent may request in order to maintain the perfection and priority of the Liens on the assets of the Credit Parties; and (c) after giving effect thereto no Default or Event of Default exists; and provided further that the Borrower may merge or consolidate into a Florida corporation (the "New Borrower") if simultaneously with any other Person if either (i) such merger the Borrower shall be the continuing or surviving entity or (ii) such Borrower shall not be the continuing or surviving entity and the entity so continuing or surviving (A) is an entity organized and duly existing under the law of any state of the United States and (B) executes and delivers to the Administrative Agent Agent: (i) evidence that the merger of Sports & Recreation, Inc. into the New Borrower has been consummated and filed with the Secretary of State of Florida, (ii) an Assumption Agreement, in a form reasonably acceptable to the Agents, duly executed by the New Borrower, (iii) new Revolving Loan Notes in favor of each Lender duly executed by the New Borrower, (iv) an Amended and Restated Security Agreement and an Amended and Restated Pledge Agreement duly executed by the New Borrower and the Lenders other Credit Parties, (v) duly executed amendments to the Mortgage Documents, together with updates to title policies as necessary and appropriate, (vi) duly executed amendments to all UCC financing statements as necessary and appropriate, (vii) new stock certificates and stock powers as necessary and appropriate, (viii) such corporate documentation of the New Borrower as necessary and appropriate and similar to that set forth in Section 5.1(b) for the Borrower, (ix) an instrument opinion of counsel of the New Borrower and the other Credit Parties, in form satisfactory and substance reasonably acceptable to the Required Lenders pursuant to which it expressly assumes Agents and (x) all other documents, agreements and instruments as reasonably requested by the Loans of such Borrower and all of the other obligations of such Borrower under the Credit Documents and procures for the Administrative Agent and each Lender an opinion in form satisfactory to the Required Lenders and from counsel satisfactory to the Required Lenders in respect of the due authorization, execution, delivery and enforceability of such instrument and covering such other matters as the Required Lenders may reasonably request; and (c) such Borrower may be merged or consolidated with or into any other BorrowerAgents.

Consolidation and Merger. Such The Borrower will not enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that notwithstanding the foregoing provisions of this Section 9.28.2, the following actions may be taken if, if after giving effect thereto, thereto no Default or Event of Default by such Borrower exists: (a) a Subsidiary of such the Borrower may be merged or consolidated with or into any the Borrower; provided that a the Borrower shall be the continuing or surviving entity;corporation; and (b) such the Borrower may merge or consolidate with any other Person (other than one of its Subsidiaries) if either (i) such the Borrower shall be the continuing or surviving entity corporation or (ii) such the Borrower shall not be the continuing or surviving entity corporation and the entity corporation so continuing or surviving (A) is an entity a corporation organized and duly existing under the law of any state xxxxx xx xxx Xxxxxx Xxxxxx, (B) has (1) a long-term, senior, unsecured, non-credit enhanced debt rating of the United States BBB- or better from S&P and Baa3 or better from Xxxxx’x or (2) a commercial paper rating of A-2 or better from S&P and P-2 or better from Xxxxx’x and (BC) executes and delivers to the Administrative Agent and the Lenders an instrument in form satisfactory to the Required Lenders pursuant to which it expressly assumes the Loans of such Borrower and all of the other obligations of such the Borrower under the Credit Documents and procures for the Administrative Agent and each Lender an opinion in form satisfactory to the Required Lenders and from counsel satisfactory to the Required Lenders in respect of the due authorization, execution, delivery and enforceability of such instrument and covering such other matters as the Required Lenders may reasonably request; and (c) provided that prior to any such merger or consolidation, the Borrower may shall have delivered to the Administrative Agent a certificate demonstrating that, upon giving effect to such merger or consolidation on a pro forma basis, the Borrower will be merged or consolidated in compliance with or into any other BorrowerSection 7.11.

Consolidation and Merger. Such Each Borrower will not, and will not enter permit any Subsidiary to, consolidate with or merge into any Person, or permit any other Person to merge into it, or acquire (in a transaction of merger analogous in purpose or effect to a consolidation or liquidatemerger) all or substantially all of the Property of any other Person, wind up except that: (a) any Person may merge into any Borrower or dissolve itself any Subsidiary so long as: (i) such Borrower or Subsidiary shall be the surviving entity; provided, however, that such Borrower or Subsidiary is not required to be the surviving entity if such Borrower's or Subsidiary's board of directors becomes a majority of the board of directors of the surviving entity immediately upon completion of such transaction and such surviving Person shall agree to assume each and every obligation of such Borrower or Subsidiary pursuant to this Agreement and any other Loan Document; (ii) the Person merging with or into a Borrower or a Subsidiary of a Borrower shall be in the same line or a related line of business as such Borrower or Subsidiary; (iii) the board of directors (or suffer any liquidation equivalent governing body) of such Person shall have given its prior effective written consent or dissolution)approval of such merger; provided that notwithstanding the foregoing provisions of this Section 9.2, the following actions may be taken if, after giving effect thereto, and (iv) no Potential Default or Event of Default by shall exist before or after giving effect to such Borrower exists:merger; and (ab) a any Subsidiary of such Borrower Chemical may be merged or consolidated with or into into: (i) Chemical, if Chemical should be the continuing or surviving corporation, or (ii) any Borrower; other Subsidiary of Chemical, provided that if such other Subsidiary is a Borrower or Guarantor such other Subsidiary shall be the continuing or surviving entity; (b) such Borrower may merge or consolidate with any other Person if either (i) such Borrower shall be the continuing or surviving entity or (ii) such Borrower shall not be the continuing or surviving entity and the entity so continuing or surviving (A) is an entity organized and duly existing under the law of any state of the United States and (B) executes and delivers to the Administrative Agent and the Lenders an instrument in form satisfactory to the Required Lenders pursuant to which it expressly assumes the Loans of such Borrower and all of the other obligations of such Borrower under the Credit Documents and procures for the Administrative Agent and each Lender an opinion in form satisfactory to the Required Lenders and from counsel satisfactory to the Required Lenders in respect of the due authorization, execution, delivery and enforceability of such instrument and covering such other matters as the Required Lenders may reasonably request; and (c) such Borrower may be merged or consolidated with or into any other Borrowercorporation.

Consolidation and Merger. Such The Borrower will not enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that notwithstanding the foregoing provisions of this Section 9.28.2, the following actions may be taken if, if after giving effect thereto, thereto no Default or Event of Default by such Borrower exists: (a) a Subsidiary of such the Borrower may be merged or consolidated with or into any the Borrower; provided that a the Borrower shall be the continuing or surviving entity;corporation; and (b) such the Borrower may merge or consolidate with any other Person (other than one of its Subsidiaries) if either (i) such the Borrower shall be the continuing or surviving entity corporation or (ii) such the Borrower shall not be the continuing or surviving entity corporation and the entity corporation so continuing or surviving (A) is an entity a corporation organized and duly existing under the law of any state of the United States States, (B) has (1) a long term, senior, unsecured, non-credit enhanced debt rating of BBB- or better from S&P and Baa3 or better from Xxxxx’x or (2) a commercial paper rating of A-2 or better from S&P and P-2 or better from Xxxxx’x and (BC) executes and delivers to the Administrative Agent and the Lenders an instrument in form reasonably satisfactory to the Required Lenders pursuant to which it expressly assumes the Loans of such Borrower and all of the other obligations of such the Borrower under the Credit Documents and procures for the Administrative Agent and each Lender an opinion in form satisfactory to the Required Lenders and from counsel reasonably satisfactory to the Required Lenders in respect of the due authorization, execution, delivery and enforceability of such instrument and covering such other matters as the Required Lenders may reasonably request; and (c) provided that prior to any such merger or consolidation, the Borrower may shall have delivered to the Administrative Agent a certificate demonstrating that, upon giving effect to such merger or consolidation on a pro forma basis, the Borrower will be merged or consolidated in compliance with or into any other BorrowerSection 7.11.

Consolidation and Merger. Such The Borrower will not, and will not permit any Material Subsidiary to, enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided dissolution); provided, that nothing in this Section 8.2 shall prevent the Liquefaction Project; provided, further, that notwithstanding the foregoing provisions of this Section 9.28.2, the following actions may be taken if, after giving effect thereto, no Default or Event of Default by such Borrower exists: (a) a Subsidiary of such the Borrower may be merged or consolidated with or into any Borrower; provided that a Borrower shall be the continuing or surviving entity; (b) such Borrower may merge or consolidate with any other Person if either (i) such the Borrower; provided, that the Borrower shall be the continuing or surviving entity or (ii) such into another Subsidiary of the Borrower; and (b) the Borrower or a Material Subsidiary may merge or consolidate with any other Person if (i) in the case of the Borrower, (A) the Borrower shall be the continuing or surviving entity or (B) the Borrower shall not be the continuing or surviving entity and the entity so continuing or surviving (A1) is an entity organized and duly existing under the law of any state of the United States U.S. and (B2) executes and delivers to the Administrative Agent and the Lenders an instrument in form satisfactory to the Required Lenders pursuant to which it expressly assumes the Loans of such the Borrower and all of the other obligations of such the Borrower under the Credit Documents and procures for the Administrative Agent and each Lender an opinion in form satisfactory to the Required Lenders and from counsel satisfactory to the Required Lenders in respect of the due authorization, execution, delivery and enforceability of such instrument and covering such other matters as the Required Lenders may reasonably request; and , and (cii) in the case of a Material Subsidiary, such Borrower may Material Subsidiary shall be merged the continuing or consolidated with or into any other Borrowersurviving entity.

Consolidation and Merger. Such The Borrower will not enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that notwithstanding the foregoing provisions of this Section 9.28.2, the following actions may be taken if, if after giving effect thereto, thereto no Default or Event of Default by such Borrower exists: (a) a Subsidiary of such the Borrower may be merged or consolidated with or into any the Borrower; provided that a the Borrower shall be the continuing or surviving entity;corporation; and (b) such the Borrower may merge or consolidate with any other Person (other than one of its Subsidiaries) if either (i) such the Borrower shall be the continuing or surviving entity corporation or (ii) such the Borrower shall not be the continuing or surviving entity corporation and the entity corporation so continuing or surviving (A) is an entity a corporation organized and duly existing under the law of any state of the United States States, (B) has (1) a long-term, senior, unsecured, non- credit enhanced debt rating of BBB- or better from S&P and Baa3 or better from Xxxxx’x or (2) a commercial paper rating of A-2 or better from S&P and P-2 or better from Xxxxx’x and (BC) executes and delivers to the Administrative Agent and the Lenders an instrument in form reasonably satisfactory to the Required Lenders pursuant to which it expressly assumes the Loans of such Borrower Loan and all of the other obligations of such the Borrower under the Credit Documents and procures for the Administrative Agent and each Lender an opinion in form satisfactory to the Required Lenders and from counsel reasonably satisfactory to the Required Lenders in respect of the due authorization, execution, delivery and enforceability of such instrument and covering such other matters as the Required Lenders may reasonably request; and (c) provided that prior to any such merger or consolidation, the Borrower may shall have delivered to the Administrative Agent a certificate demonstrating that, upon giving effect to such merger or consolidation on a pro forma basis, the Borrower will be merged or consolidated in compliance with or into any other BorrowerSection 7.11.

Consolidation and Merger. Such The Borrower will not, and will not permit any Material Subsidiary to, enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided provided, that nothing in this Section 8.2 shall prevent the Liquefaction Project; provided, further, that notwithstanding the foregoing provisions of this Section 9.28.2, the following actions may be taken if, after giving effect thereto, no Default or Event of Default by such Borrower exists: (a) a Subsidiary of such the Borrower may be merged or consolidated with or into any Borrower; provided that a Borrower shall be the continuing or surviving entity; (b) such Borrower may merge or consolidate with any other Person if either (i) such the Borrower; provided, that the Borrower shall be the continuing or surviving entity or (ii) such into another Subsidiary of the Borrower; and (b) the Borrower or a Material Subsidiary may merge or consolidate with any other Person if (i) in the case of the Borrower, (A) the Borrower shall be the continuing or surviving entity or (B) the Borrower shall not be the continuing or surviving entity and the entity so continuing or surviving (A1) is an entity organized and duly existing under the law of any state of the United States U.S. and (B2) executes and delivers to the Administrative Agent and the Lenders an instrument in form satisfactory to the Required Lenders pursuant to which it expressly assumes the Loans of such the Borrower and all of the other obligations of such the Borrower under the Credit Documents and procures for the Administrative Agent and each Lender an opinion in form satisfactory to the Required Lenders and from counsel satisfactory to the Required Lenders in respect of the due authorization, execution, delivery and enforceability of such instrument and covering such other matters as the Required Lenders may reasonably request; and , and (cii) in the case of a Material Subsidiary, such Borrower may Material Subsidiary shall be merged the continuing or consolidated with or into any other Borrowersurviving entity.

Consolidation and Merger. Such The Borrower will not enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that notwithstanding the foregoing provisions of this Section 9.28.2, the following actions may be taken if, if after giving effect thereto, thereto no Default or Event of Default by such Borrower exists: (a) a Subsidiary of such the Borrower may be merged or consolidated with or into any the Borrower; provided that a the Borrower shall be the continuing or surviving entity;corporation; and (b) such the Borrower may merge or consolidate with any other Person (other than one of its Subsidiaries) if either (i) such the Borrower shall be the continuing or surviving entity corporation or (ii) such the Borrower shall not be the continuing or surviving entity corporation and the entity corporation so continuing or surviving (A) is an entity a corporation organized and duly existing under the law of any state of the United States States, (B) has (1) a long term, senior, unsecured, non-credit enhanced debt rating of BBB- or better from S&P and Baa3 or better from Moody's or (2) a commercial paper rating of A-2 or better from S&P anx X-0 xr better from Moody's and (BC) executes and delivers to the Administrative Agent and the Lenders an instrument in form satisfactory xxxx xatisfactory to the Required Lenders pursuant to which it expressly assumes the Loans of such Borrower and all of the other obligations of such the Borrower under the Credit Documents and procures for the Administrative Agent and each Lender an opinion in form satisfactory to the Required Lenders and from counsel satisfactory to the Required Lenders in respect of the due authorization, execution, delivery and enforceability of such instrument and covering such other matters as the Required Lenders may reasonably request; and (c) provided that prior to any such merger or consolidation, the Borrower may shall have delivered to each Lender a certificate demonstrating that, upon giving effect to such merger or consolidation on a pro forma basis, the Borrower will be merged or consolidated in compliance with or into any other BorrowerSection 7.11.

Consolidation and Merger. Such Borrower No Credit Party will, nor will not it permit its Subsidiaries to, enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that notwithstanding the foregoing provisions of this Section 9.28.4, the following actions may be taken ifif (a) the Administrative Agent is given prior written notice of such action, and the Credit Parties execute and deliver such documents, instruments, certificates and opinions as the Administrative Agent may request, including, without limitation, those necessary in order to maintain the perfection and priority of the Liens on the assets of the Credit Parties and (b) after giving effect thereto, thereto no Default or Event of Default by such Borrower exists: (ai) a Subsidiary of such Borrower any Domestic Credit Party may be merged or consolidated with or into any Borroweranother Domestic Credit Party; provided that a (A) if the transaction is between the Parent or the Borrower shall be and another Domestic Credit Party, the continuing Parent or surviving entity; (b) such Borrower may merge or consolidate with any other Person if either (i) such Borrower shall be the continuing or surviving entity or (ii) such Borrower shall not Borrower, as applicable, must be the continuing or surviving entity and the entity so continuing or surviving (A) is an entity organized and duly existing under the law of any state of the United States and (B) executes and delivers to the Administrative Agent Parent and the Lenders an instrument in form satisfactory to Borrower may not be merged or consolidated with or into each other without the prior written consent of the Required Lenders pursuant to which it expressly assumes the Loans of such Borrower and all of the other obligations of such Borrower under the Credit Documents and procures for the Administrative Agent and each Lender an opinion in form satisfactory to the Required Lenders and from counsel satisfactory to the Required Lenders in respect of the due authorization, execution, delivery and enforceability of such instrument and covering such other matters as the Required Lenders may reasonably requestLenders; and (cii) such Borrower any Foreign Subsidiary may be merged or consolidated with or into any other Borroweranother Foreign Subsidiary; provided that (A) if the transaction is between a Foreign Subsidiary that is not a Credit Party and a Foreign Credit Party, the Foreign Credit Party must be the continuing or surviving entity and (B) if the transaction is between a Foreign Subsidiary Borrower and another Foreign Subsidiary, the Foreign Subsidiary Borrower must be the continuing or surviving entity.

Consolidation and Merger. Such The Borrower will not, and will not permit any Material Subsidiary to, enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that nothing in this Section 9.2 shall prevent the Liquefaction Project; provided, further that notwithstanding the foregoing provisions of this Section 9.2, the following actions may be taken if, after giving effect thereto, no Default or Event of Default by such Borrower exists: (a) a Subsidiary of such the Borrower may be merged or consolidated with or into any Borrower; provided that a Borrower shall be the continuing or surviving entity; (b) such Borrower may merge or consolidate with any other Person if either (i) such the Borrower; provided, that the Borrower shall be the continuing or surviving entity or (ii) such into another Subsidiary of the Borrower; and (b) the Borrower or a Material Subsidiary may merge or consolidate with any other Person if (i) in the case of the Borrower, (A) the Borrower shall be the continuing or surviving entity or (B) the Borrower shall not be the continuing or surviving entity and the entity so continuing or surviving (A1) is an entity organized and duly existing under the law of any state of the United States and (B2) executes and delivers to the Administrative Agent and the Lenders an instrument in form satisfactory to the Required Lenders pursuant to which it expressly assumes the Loans of such Borrower and all of the other obligations of such the Borrower under the Credit Documents and procures for the Administrative Agent and each Lender an opinion in form satisfactory to the Required Lenders and from counsel satisfactory to the Required Lenders in respect of the due authorization, execution, delivery and enforceability of such instrument and covering such other matters as the Required Lenders may reasonably request; and , and (cii) in the case of a Material Subsidiary, such Borrower may Material Subsidiary shall be merged the continuing or consolidated with or into any other Borrowersurviving entity.

Consolidation and Merger. Such The Borrower will not, and will not permit any of its Principal Subsidiaries to, enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution); provided that notwithstanding the foregoing provisions of this Section 9.2that, the following actions may be taken if, after giving effect thereto, no Default or Event of Default by such Borrower exists: (a) a Subsidiary of such Borrower Person may be merged or consolidated with or into the Borrower or a wholly-owned Subsidiary of the Borrower, so long as (a) in any such transaction to which the Borrower is a party (i) the surviving or successor entity (if other than the Borrower; provided ) is organized under the laws of the United States or a political subdivision thereof, assumes, in form reasonably satisfactory to the Required Lenders, all of the obligations of the Borrower under this Agreement and has long-term senior unsecured debt ratings issued (and confirmed after giving effect to such merger) by S&P and Xxxxx’x of at least BBB and Baa2, respectively (or if no such ratings have been issued, commercial paper ratings issued (and confirmed after giving effect to such merger) by S&P and Xxxxx’x of at least A-2 and P-2, respectively and (ii) the Lenders shall have received such other documents as may reasonably be requested in connection with such merger or consolidation, 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 the Required Lenders, to the effect that all agreements or instruments effecting the assumption of the obligations of the Borrower under this Agreement are enforceable in accordance with their terms, (b) if a Principal Subsidiary is involved, such Principal Subsidiary or a wholly owned Subsidiary of the Borrower shall be the continuing or surviving entity; (b) such Borrower may merge or consolidate with any other Person if either (i) such Borrower shall be ; provided that the continuing or surviving entity or (ii) such Borrower foregoing shall not be prohibit mergers, consolidations or liquidations of a Principal Subsidiary into the continuing or surviving entity Borrower, and the entity so continuing or surviving (A) is an entity organized and duly existing under the law of any state of the United States and (B) executes and delivers to the Administrative Agent and the Lenders an instrument in form satisfactory to the Required Lenders pursuant to which it expressly assumes the Loans of such Borrower and all of the other obligations of such Borrower under the Credit Documents and procures for the Administrative Agent and each Lender an opinion in form satisfactory to the Required Lenders and from counsel satisfactory to the Required Lenders in respect of the due authorization, execution, delivery and enforceability of such instrument and covering such other matters as the Required Lenders may reasonably request; and (c) immediately before and after such Borrower may be merged merger or consolidated with consolidation there does not exist a Default or into any other Borroweran Event of Default.