Consolidation, Merger; Permitted Acquisitions, etc. None of the Borrower or any of the Subsidiaries will liquidate or dissolve, consolidate with, or merge into or with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division thereof), other than in connection with a Permitted Acquisition, except that, so long as no Event of Default has occurred and is continuing (or would occur), any Subsidiary may liquidate or dissolve voluntarily into, and may merge with and into, the Borrower or any Subsidiary; and provided further, in connection with any Permitted Acquisition, the Borrower or any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it, so long as (i) the Person surviving such merger with any Subsidiary shall be a direct or indirect wholly-owned Subsidiary of the Borrower and a Guarantor, and (ii) in the case of any such merger to which the Borrower is a party, the Borrower is the surviving Person.
Appears in 6 contracts
Samples: Credit Agreement (Health Catalyst, Inc.), Credit Agreement (Health Catalyst, Inc.), Credit Agreement (TransMedics Group, Inc.)
Consolidation, Merger; Permitted Acquisitions, etc. None of the Borrower or any of the Subsidiaries will liquidate or dissolve, consolidate with, or merge into or with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division thereof), ) other than in connection with a Permitted Acquisition, except ; provided that, so long as no Event of Default has occurred and is continuing (or would occur), any Subsidiary may liquidate or dissolve voluntarily into, and may merge with and into, the Borrower or any SubsidiarySubsidiary that is a Guarantor; and provided further, in connection with any Permitted Acquisition, the Borrower or any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it, so long as (i) the Person surviving such merger with any Subsidiary shall be a direct or indirect whollyWholly-owned Owned Subsidiary of the Borrower and a Guarantor, and (ii) in the case of any such merger to which the Borrower is a party, the Borrower is the surviving Person.
Appears in 4 contracts
Samples: Credit Agreement (Natera, Inc.), Credit Agreement (Natera, Inc.), Credit Agreement (Natera, Inc.)
Consolidation, Merger; Permitted Acquisitions, etc. None of the Borrower or any of the Subsidiaries will liquidate or dissolve, consolidate with, or merge into or with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division thereof), other than in connection with a Permitted Acquisition, except that, so long as no Event of Default has occurred and is continuing (or would occur), any Subsidiary may liquidate or dissolve voluntarily into, and may merge with and into, the Borrower or any SubsidiarySubsidiary that is a Guarantor; and provided further, in connection with any Permitted Acquisition, the Borrower or any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it, so long as (i) the Person surviving such merger with any Subsidiary shall be a direct or indirect whollyWholly-owned Owned Subsidiary of the Borrower and a Guarantor, and (ii) in the case of any such merger to which the Borrower is a party, the Borrower is the surviving Person.
Appears in 2 contracts
Samples: Credit Agreement (Natera, Inc.), Credit Agreement (Natera, Inc.)
Consolidation, Merger; Permitted Acquisitions, etc. None of the Borrower or any of the Subsidiaries will liquidate or dissolve, consolidate with, or merge into or with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division thereof), other than in connection with a Permitted Acquisition, except that, so long as no Event of Default has occurred and is continuing (or would occur), any Subsidiary may liquidate or dissolve voluntarily into, and may merge with and into, the Borrower or any Subsidiary; and provided furtherthat, in connection with any Permitted Acquisition, the Borrower or any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it, so long as (ia) the Person surviving such merger with any Subsidiary shall be a direct or indirect wholly-wholly owned Subsidiary of the Borrower and and, if qualifying as a Material Subsidiary, it shall be a Guarantor, and (iib) in the case of any such merger to which the Borrower is a party, the Borrower is the surviving Person.
Appears in 2 contracts
Samples: Credit Agreement (TELA Bio, Inc.), Credit Agreement (TELA Bio, Inc.)
Consolidation, Merger; Permitted Acquisitions, etc. None of the Borrower or any of the Subsidiaries will liquidate or dissolve, consolidate or amalgamate with, or merge into or with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division thereof), other than in connection with a Permitted Acquisition, except that, so long as no Event of Default has occurred and is continuing (or would occur), any Subsidiary may liquidate or dissolve voluntarily into, and may merge with and into, the Borrower or any Subsidiary; and provided furtherthat, in connection with any Permitted Acquisition, the Borrower or any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it, so long as (ia) the Person surviving such merger with any Subsidiary shall be a direct or indirect whollyWholly-owned Owned Subsidiary of the Borrower and and, if qualifying as a Material Subsidiary, it shall be a Guarantor, and (iib) in the case of any such merger to which the Borrower is a party, the Borrower is the surviving Person.
Appears in 2 contracts
Samples: Credit Agreement (Valneva SE), Credit Agreement (Valneva SE)
Consolidation, Merger; Permitted Acquisitions, etc. None of the Borrower or any of the Subsidiaries will liquidate or dissolve, consolidate with, or merge into or with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division thereof), other than in connection with a Permitted Acquisition, except that, so long as no Event of Default has occurred and is continuing (or would occur), any Subsidiary may liquidate or dissolve voluntarily into, and may merge with and into, the Borrower or any Subsidiary; and provided furtherthat, in connection with any Permitted Acquisition, the Borrower or any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it, so long as (ia) the Person surviving such merger with any Subsidiary shall be a direct or indirect wholly-wholly owned Subsidiary of the Borrower and and, if qualifying as a Material Subsidiary, it shall be a Guarantor, and (iib) in the case of any such merger to which the Borrower is a party, the Borrower is the surviving Person.
Appears in 1 contract