Common use of Consolidation and Merger Clause in Contracts

Consolidation and Merger. The Borrower will not, nor will it permit any Subsidiary to, enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself, or suffer any such liquidation, wind-up or dissolution; provided that (subject to Sections 7.12 and 7.13) (a) a Subsidiary of the Borrower may merge into the Borrower or another Subsidiary of the Borrower, (b) a Subsidiary of the Borrower may merge or consolidate with another Person in a transaction otherwise permitted by Section 8.5 or (c) the Borrower or a Subsidiary of the Borrower may merge or consolidate with or into another Person if the following conditions are satisfied: (i) if such transaction involves total consideration (cash and non-cash) in excess of $750,000,000, the Administrative Agent is given prompt written notice of such action; (ii) if the merger or consolidation involves a Credit Party, the surviving entity of such merger or consolidation shall either (A) be such Credit Party or (B) be a Subsidiary of the Borrower and expressly assume in writing all of the obligations of such Credit Party under the Credit Documents; provided that if the transaction is between the Borrower and another Person, the Borrower must be the surviving entity; (iii) the Credit Parties execute and deliver such documents, instruments and certificates as the Administrative Agent may reasonably request; and (iv) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing.

Consolidation and Merger. The Borrower No Credit Party will not, nor will it permit any Subsidiary to, enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself, or suffer any such liquidation, wind-up or dissolution; provided that (subject to Sections 7.12 and 7.13) (a) a Subsidiary of the Borrower may merge into the Borrower or another Subsidiary of the Borrower, (b) a Subsidiary of the Borrower may merge or consolidate with another Person in a transaction otherwise permitted by Section 8.5 or (c) the Borrower Credit Party or a Subsidiary of the Borrower a Credit Party may merge or consolidate with or into another Person if the following conditions are satisfied: (ia) if such transaction involves total consideration (cash and non-cash) in excess of $750,000,000, the Administrative Agent is given prompt prior written notice of such action; (iib) if the merger or consolidation involves a Credit Party, the surviving entity of Person formed by such merger consolidation or consolidation into which a Credit Party is merged shall either (Ai) be such Credit Party or (Bii) be a Domestic Subsidiary of the Borrower and shall expressly assume in writing all of the obligations of such Credit Party under the Credit Documents; provided that if the transaction is between the Borrower and another Person, the Borrower must be the surviving entity; (iiic) if the merger or consolidation involves a Material First Tier Foreign Subsidiary, the Lenders receive 65% of the Voting Stock of the surviving Material First Tier Foreign Subsidiary, if any; (d) to the extent otherwise required by Section 7.12 or 7.15, the Credit Parties execute and deliver such documents, instruments and certificates as the Administrative Agent may reasonably request; andrequest (including, if necessary, to maintain its perfection and priority in the collateral pledged pursuant to the Collateral Documents; (ive) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (f) the Borrower delivers to the Agents an officer's certificate demonstrating compliance with clause (b) or (c) above, as applicable, and an opinion of counsel (who may, at the option of the Borrower, be the Borrower's in-house counsel) stating that such consolidation or merger and any written agreement entered into in connection therewith, comply with this Section 8.4.

Consolidation and Merger. The Borrower will not, nor will it permit any Subsidiary to, enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself, or suffer any such liquidation, wind-up or dissolution; provided that (subject to Sections 7.12 and 7.13) ) (a) a Subsidiary of the Borrower may merge into the Borrower or another Subsidiary of the Borrower, (b) a Subsidiary of the Borrower may merge or consolidate with another Person in a transaction otherwise permitted by Section 8.5 or (c) the Borrower or a Subsidiary of the Borrower may merge or consolidate with or into another Person if the following conditions are satisfied: (i) if such transaction involves total consideration (cash and non-cash) in excess of $750,000,000100,000,000, the Administrative Agent is given prompt prior written notice of such action; (ii) if the merger or consolidation involves a Credit Party, the surviving entity of such merger or consolidation shall either (A) be such Credit Party or (B) be a Subsidiary of the Borrower and expressly assume in writing all of the obligations of such Credit Party under the Credit Documents; provided that if the transaction is between the Borrower and another Person, the Borrower must be the surviving entity; (iii) the Credit Parties execute and deliver such documents, instruments and certificates as the Administrative Agent may reasonably request; and (iv) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing.

Consolidation and Merger. The Neither Holdings, the Borrower nor any of their Subsidiaries will not, nor will it permit any Subsidiary to, enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself, itself (or suffer any such liquidation, wind-up liquidation or dissolution); provided that (subject to Sections 7.12 and 7.13) (a) a Subsidiary notwithstanding the foregoing provisions of the Borrower may merge into the Borrower or another Subsidiary of the Borrowerthis Section 8.4, (b) a Subsidiary of the Borrower may merge or consolidate with another Person in a transaction otherwise permitted by Section 8.5 or (c) the Borrower or a Subsidiary of the Borrower may merge or consolidate with or into another Person if the following conditions are satisfied: (i) actions may be taken if such transaction involves total consideration (cash and non-cash) in excess of $750,000,000, the Administrative Agent is given prompt written notice of such action; (ii) if the merger or consolidation involves a Credit Party, the surviving entity of such merger or consolidation shall either (A) be such Credit Party or (B) be a Subsidiary of the Borrower and expressly assume in writing all of the obligations of such Credit Party under the Credit Documents; provided that if the transaction is between the Borrower and another Person, the Borrower must be the surviving entity; (iii) the Credit Parties execute and deliver such documents, instruments and certificates as the Administrative Agent may reasonably request; and (iv) immediately after giving effect to such transaction, thereto no Default or Event of Default exists and provided that other actions are taken as reasonably necessary to ensure that the Lenders have a Lien on all Collateral subject only to Permitted Liens: (a) any Credit Party other than Holdings may be merged or consolidated with or into the Borrower or any other Credit Party; provided that if such transaction shall have occurred be between the Borrower and another Credit Party, the Borrower shall be continuing.the continuing or surviving corporation; (b) any Credit Party other than Holdings may merge or consolidate with any other Person (other than another Credit Party) if such Credit Party shall be the continuing or surviving corporation or such other Person may be the surviving corporation if such other Person becomes a Credit Party hereunder in accordance with the terms of this Credit Agreement upon consummation of such merger and takes such other action as required by the Collateral Agent; provided, however, notwithstanding the foregoing, if the Borrower is involved in such merger or consolidation with any other Person, the Borrower shall be the surviving corporation; and

Consolidation and Merger. The Borrower will notExcept as set forth below, no Credit Party will, nor will it permit any Subsidiary member of the Consolidated Group to, enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself, itself (or suffer any such liquidation, wind-up liquidation or dissolution; provided that (subject to Sections 7.12 and 7.13) ). Notwithstanding the foregoing, (a) a Subsidiary of the Borrower any Credit Party may merge be merged or consolidated with or into the Borrower or another Subsidiary of the BorrowerCredit Party, (b) a Subsidiary of the Borrower Person may merge be merged with or consolidate with another Person in into a transaction otherwise permitted by Section 8.5 Credit Party or (c) the Borrower or a Subsidiary any member of the Borrower Consolidated Group that is not a Credit Party may merge or consolidate with or into another Person if the following conditions are satisfied: that is not a Credit Party; provided that (i) if such transaction involves total consideration (cash and non-cash) in excess of $750,000,000, the Administrative Agent is given prompt written notice of such action; (ii) if the merger or consolidation involves a Credit Party, the surviving entity of such merger or consolidation shall either (A) be such Credit Party or (B) be a Subsidiary of the Borrower and expressly assume in writing all of the obligations of such Credit Party under the Credit Documents; provided that if the transaction is between the Borrower and another Person, the Borrower must shall be the continuing or surviving entity; (ii) if that transaction is between a Credit Party and a Person that is not a Credit Party, the Credit Party shall be the surviving entity; ; (iii) the Administrative Agent shall be given 30 days prior written notice of any such action; (iv) the Credit Parties shall execute and deliver such documents, instruments instruments, certificates and certificates opinions in connection therewith as the Administrative Agent may reasonably request; and and (ivv) immediately after giving effect thereto, (A) the Lenders shall continue to such transactionhave a perfected, first priority Lien upon the Collateral and (B) no Default or Event of Default shall have occurred and be continuingexist.

Consolidation and Merger. The Borrower will not, nor will it permit any Subsidiary to, enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself, or suffer any such liquidation, wind-up or dissolution; provided that (subject to Sections 7.12 and 7.13) ) (a) a Subsidiary of the Borrower may merge into the Borrower or another Subsidiary of the Borrower, (b) a Subsidiary of the Borrower may merge or consolidate with another Person in a transaction otherwise permitted by Section 8.5 or (c) the Borrower or a Subsidiary of the Borrower may merge or consolidate with or into another Person if the following conditions are satisfied: (i) if such transaction involves total consideration (cash and non-cash) in excess of $750,000,000, the Administrative Agent is given prompt prior written notice of such action; (ii) if the merger or consolidation involves a Credit Party, the surviving entity of such merger or consolidation shall either (A) be such Credit Party or (B) be a Subsidiary of the Borrower and expressly assume in writing all of the obligations of such Credit Party under the Credit Documents; provided that if the transaction is between the Borrower and another Person, the Borrower must be the surviving entity; (iii) the Credit Parties execute and deliver such documents, instruments and certificates as the Administrative Agent may reasonably request; and (iv) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing.

Consolidation and Merger. The Borrower will not, nor will it permit any Subsidiary to, enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself, or suffer any such liquidation, wind-up or dissolution; provided that (subject to Sections 7.12 and 7.13) (a) a Subsidiary of the Borrower may merge into the Borrower or another Subsidiary of the Borrower, (b) a Subsidiary of the Borrower may merge or consolidate with another Person in a transaction otherwise permitted by Section 8.5 or (c) the Borrower or a Subsidiary of the Borrower may merge or consolidate with or into another Person if the following conditions are satisfied: (i) if such transaction involves total consideration (cash and non-cash) in excess of $750,000,000, the Administrative Agent is given prompt prior written notice of such action; (ii) if the merger or consolidation involves a Credit Party, the surviving entity of such merger or consolidation shall either (A) be such Credit Party or (B) be a Subsidiary of the Borrower and expressly assume in writing all of the obligations of such Credit Party under the Credit Documents; provided that if the transaction is between the Borrower and another Person, the Borrower must be the surviving entity; (iii) the Credit Parties execute and deliver such documents, instruments and certificates as the Administrative Agent may reasonably request; and (iv) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing.

Consolidation and Merger. The Borrower will notNo Credit Party will, nor will it permit any Subsidiary of its Subsidiaries to, enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself, or suffer any such liquidation, wind-up or dissolution; provided that (subject to Sections 7.12 and 7.13) (a) a Subsidiary of the Borrower may merge into the Borrower or another Subsidiary of the Borrower, (b) a Subsidiary of the Borrower may merge or consolidate with another Person in a transaction otherwise permitted by Section 8.5 or (c) the Borrower Credit Party or a Subsidiary of a Credit Party may (i) enter into the Borrower may Merger Agreements and consummate the Merger or (ii) merge or consolidate with or into another Person Credit Party if the following conditions are satisfied: (iA) if such transaction involves total consideration (cash and non-cash) in excess of $750,000,000, the Administrative Agent is Lenders are given prompt prior written notice of such action; (iiB) if the merger or consolidation involves a Credit Party, the surviving entity of Person formed by such merger consolidation or consolidation into which a Credit Party is merged shall either (A) be such Credit Party or (B) be a Domestic Subsidiary of the Borrower and expressly assume in writing all of the obligations of such Credit Party under the Credit Loan Documents; provided that if the transaction is between the either Borrower and another Person, the such Borrower must be the surviving entity; (iiiC) the Credit Parties execute and deliver such documents, instruments and certificates as the Administrative Agent Lenders may reasonably request; andrequest (including, if necessary, to maintain its perfection and priority in the Collateral pledged pursuant to the Collateral Documents); (ivD) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (E) the Borrowers deliver to the Lenders an officer's certificate demonstrating compliance with clause (ii) or (iii) above, as applicable, and an opinion of counsel stating that such consolidation or merger and any written agreement entered into in connection therewith, comply with this Section 6.02(d).

Consolidation and Merger. The Neither Holdings, the Borrower nor any of their Subsidiaries will not, nor will it permit any Subsidiary to, enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself, itself (or suffer any such liquidation, wind-up liquidation or dissolution); provided that (subject to Sections 7.12 and 7.13) (a) a Subsidiary notwithstanding the foregoing provisions of the Borrower may merge into the Borrower or another Subsidiary of the Borrowerthis Section 8.4, (b) a Subsidiary of the Borrower may merge or consolidate with another Person in a transaction otherwise permitted by Section 8.5 or (c) the Borrower or a Subsidiary of the Borrower may merge or consolidate with or into another Person if the following conditions are satisfied: (i) actions may be taken if such transaction involves total consideration (cash and non-cash) in excess of $750,000,000, the Administrative Agent is given prompt written notice of such action; (ii) if the merger or consolidation involves a Credit Party, the surviving entity of such merger or consolidation shall either (A) be such Credit Party or (B) be a Subsidiary of the Borrower and expressly assume in writing all of the obligations of such Credit Party under the Credit Documents; provided that if the transaction is between the Borrower and another Person, the Borrower must be the surviving entity; (iii) the Credit Parties execute and deliver such documents, instruments and certificates as the Administrative Agent may reasonably request; and (iv) immediately after giving effect to such transaction, thereto no Default or Event of Default exists and provided that other actions are taken as reasonably necessary to ensure that the Lenders have a Lien on all Collateral subject only to Permitted Liens: (a) any Credit Party other than Holdings may be merged or consolidated with or into the Borrower or any other Credit Party; provided that if such transaction shall have occurred be between the Borrower and another Credit Party, the Borrower shall be continuingthe continuing or surviving corporation; (b) any Credit Party other than Holdings may merge or consolidate with any other Person (other than another Credit Party) if such Credit Party shall be the continuing or surviving corporation or such other Person may be the surviving corporation if such other Person becomes a Credit Party hereunder in accordance with the terms of this Credit Agreement upon consummation of such merger and takes such other action as required by the Collateral Agent; provided, however, notwithstanding the foregoing, if the Borrower is involved in such merger or consolidation with any other Person, the Borrower shall be the surviving corporation; and (c) any Foreign Subsidiary may merge or consolidate with any other Foreign Subsidiary.

Consolidation and Merger. The Borrower will notNo Credit Party will, nor will it ------------------------ permit any Subsidiary of its Subsidiaries to, enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself, or suffer any such liquidation, wind-up or dissolution; provided that (subject to Sections 7.12 and 7.13) (a) a Subsidiary of the Borrower may merge into the Borrower or another Subsidiary of the Borrower, (b) a Subsidiary of the Borrower may merge or consolidate with another Person in a transaction otherwise permitted by Section 8.5 or (c) the Borrower Credit -------- Party or a Subsidiary of a Credit Party may (i) enter into the Borrower may Merger Agreements and consummate the Merger or (ii) merge or consolidate with or into another Person Credit Party if the following conditions are satisfied: (iA) if such transaction involves total consideration (cash and non-cash) in excess of $750,000,000, the Administrative Agent is Lenders are given prompt prior written notice of such action; (iiB) if the merger or consolidation involves a Credit Party, the surviving entity of Person formed by such merger consolidation or consolidation into which a Credit Party is merged shall either (A) be such Credit Party or (B) be a Domestic Subsidiary of the Borrower and expressly assume in writing all of the obligations of such Credit Party under the Credit Loan Documents; provided that if the transaction is between the either Borrower and another Person, the such Borrower must be the surviving entity; (iiiC) the Credit Parties execute and deliver such documents, instruments and certificates as the Administrative Agent Lenders may reasonably request; andrequest (including, if necessary, to maintain its perfection and priority in the Collateral pledged pursuant to the Collateral Documents); (ivD) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and (E) the Borrowers deliver to the Lenders an officer's certificate demonstrating compliance with clause (ii) or (iii) above, as applicable, and an opinion of counsel stating that such consolidation or merger and any written agreement entered into in connection therewith, comply with this Section 6.02(d).