Common use of Consolidations and Mergers Clause in Contracts

Consolidations and Mergers. The Company shall not, and shall not suffer or permit any Material Subsidiary to, merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except: (a) any Person may merge with the Company, provided that the Company shall be the continuing or surviving corporation; (b) any Subsidiary may merge with the Company, provided that the Company shall be the continuing or surviving corporation, or with any one or more Subsidiaries, provided that if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, the Wholly-Owned Subsidiary shall be the continuing or surviving corporation; and (c) the Company or any Subsidiary may convey, transfer, lease or otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), to the Company or another Wholly-Owned Subsidiary, as the case may be.

Consolidations and Mergers. The Company shall not, and shall not suffer or permit any Material Subsidiary of its Restricted Subsidiaries to, merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except: (a) any Person Any Restricted Subsidiary of the Company may merge with or into the Company or any one or more Restricted Subsidiaries of the Company, provided that the Company shall be the continuing or surviving corporation; (bi) any Subsidiary may merge with the Company, provided that the Company shall be the continuing or surviving corporation, or with any one or more Subsidiaries, provided that if any transaction shall be between a Restricted Subsidiary and a Wholly-Owned Restricted Subsidiary, the Wholly-Owned Subsidiary shall be the continuing or surviving corporation, and (ii) if any transaction shall be between a Restricted Subsidiary and the Company, the Company shall be the continuing or surviving corporation; and (cb) Any Restricted Subsidiary of the Company or any Subsidiary may convey, transfer, lease sell or otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), to the Company or another Wholly-Owned Subsidiary, as Restricted Subsidiary of the case may beCompany.

Consolidations and Mergers. The Company shall not, and shall not suffer or permit any Material Subsidiary to, merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except: (a) any Person may merge with the Company, provided that the Company shall be the continuing or surviving corporation; (b) any Subsidiary may merge with the Company, provided that the Company shall be the continuing or surviving corporation, or with any one or more Subsidiaries, provided that if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, the Wholly-Owned Subsidiary shall be the continuing or surviving corporation and if any transaction shall be between a Subsidiary Guarantor and another Subsidiary, the Subsidiary Guarantor shall be the surviving corporation; and (cb) the Company or any Subsidiary may convey, transfer, lease or otherwise dispose of sell all or substantially all of its assets (upon voluntary liquidation or otherwise), to the Company or another Wholly-Owned Subsidiary, as ; provided that any Subsidiary Guarantor may sell all or substantially all of its assets only to the case may beCompany or another Subsidiary Guarantor.

Consolidations and Mergers. The Company shall not, and shall not suffer or permit any Material Subsidiary to, merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except: (a) any Person may merge with the Company, provided that the Company shall be the continuing or surviving corporation; (b) any Subsidiary may merge with the Company, provided that the Company shall be the continuing or surviving corporation, or with any one or more Subsidiaries, provided that (i) if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, the Wholly-Owned Subsidiary shall be the continuing or surviving corporation; and corporation and (cii) the Company or if any transaction shall be between a Guarantor and any Subsidiary may conveythat is not a Guarantor, transfer, lease or otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), to the Company or another Wholly-Owned Subsidiary, as the case may be.the

Consolidations and Mergers. The Company shall not, and shall not suffer or permit any Material Subsidiary to, merge, consolidate or amalgamate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: (a) any Person Subsidiary may merge or amalgamate with the Company, provided that the Company shall be the continuing or surviving corporation; (b) any Subsidiary corporation or, in the case of an amalgamation, the resulting corporation shall have entered into all assumption agreements and provided all further assurances as the Administrative Agent may merge with the Company, provided that the Company shall be the continuing or surviving corporationreasonably require, or with any one or more Subsidiaries, provided that if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, the Wholly-Owned Subsidiary shall be the continuing or surviving corporation; and, or the continuing or surviving corporation shall be a Wholly-Owned Subsidiary; (cb) the Company or any Subsidiary may convey, transfer, lease or otherwise dispose of sell all or substantially all of its assets (upon voluntary liquidation or otherwise), to the Company or another Wholly-Owned Subsidiary; and (c) any merger, as the case may beamalgamation, consolidation or disposition in connection with a transaction permitted by Section 8.3 or an Acquisition permitted by Section 8.5.

Consolidations and Mergers. The Company and the Parent shall not, and -------------------------- the Parent shall not suffer or permit any Material Subsidiary to, merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except: (a) any Person may merge with the Company, provided that the Company shall be the continuing or surviving corporation; (b) any Subsidiary may merge with the CompanyParent, provided that the Company Parent shall be the continuing or surviving corporation, or with any one or more Subsidiaries, provided that the continuing or surviving corporation shall also -------- be a Guarantor, and further provided that if any transaction shall be between a ---------------- Subsidiary and a Wholly-Owned Subsidiary, the Wholly-Owned Subsidiary shall be the continuing or surviving corporation; and (cb) the Company or any Subsidiary may convey, transfer, lease or otherwise dispose of sell all or substantially all of its assets (upon voluntary liquidation or otherwise), to the Company Parent or another Wholly-Owned Subsidiary, as the case may be.provided that such Wholly-Owned Subsidiary is also a Guarantor. --------

Consolidations and Mergers. The Company shall not, and shall not suffer or permit any Material Subsidiary to, merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except: (a) any Person may merge with the Company, provided that the Company shall be the continuing or surviving corporation; (b) any Subsidiary may merge with the Company, provided that the Company shall be the continuing or surviving corporation, or with any one or more Subsidiaries, provided that if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, the Wholly-Owned Subsidiary shall be the continuing or surviving corporation; and; (cb) the Company or any Subsidiary may convey, transfer, lease or otherwise dispose of sell all or substantially all of its assets (upon voluntary liquidation or otherwise), ) to the Company or another Wholly-Owned Subsidiary, as ; (c) the case Transaction may bebe consummated in accordance with the Acquisition Agreement; and (d) any other transaction permitted elsewhere under this Agreement may be consummated.

Consolidations and Mergers. The Company shall not, and shall not suffer or permit any Material Subsidiary to, merge, consolidate or amalgamate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person, except: (a) any Person Subsidiary may merge or amalgamate (i) with the Company, provided that the Company shall be the continuing or surviving corporation; (b) any Subsidiary corporation or, in the case of an amalgamation, the resulting corporation shall have entered into all assumption agreements and provided all further assurances as the Administrative Agent may merge with the Company, provided that the Company shall be the continuing or surviving corporationreasonably require, or (ii) with any one or more Subsidiaries, provided that if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, the Wholly-Owned Subsidiary shall be the continuing or surviving corporation; and, or the continuing or surviving corporation shall be a Wholly-Owned Subsidiary; (cb) the Company or any Subsidiary may convey, transfer, lease or otherwise dispose of sell all or substantially all of its assets (upon voluntary liquidation or otherwise), to the Company or another Wholly-Owned Subsidiary; and (c) any merger, as the case may beamalgamation, consolidation or disposition in connection with a transaction permitted by Section 8.03 or an Acquisition permitted by Section 8.05.

Consolidations and Mergers. The Company shall not, and shall not suffer or permit any Material Significant Subsidiary to, merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except: (a) any Person may merge with the Company, provided that the Company shall be the continuing or surviving corporation; (b) any Subsidiary may merge with the Company, provided that the Company shall be the continuing or surviving corporation, or with any one or more Subsidiaries; provided, provided that if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, the Wholly-Owned Subsidiary shall be the continuing or surviving corporation; and; (cb) the Company or any Subsidiary may convey, transfer, lease or otherwise dispose of sell all or substantially all of its assets (upon voluntary liquidation or otherwise), to the Company or another Wholly-Owned Subsidiary, as ; (c) a merger where the case may be.Company or one of its Subsidiaries is the surviving corporation in the merger and no Default exists immediately prior to or immediately following such merger; and

Consolidations and Mergers. The Company shall not, and shall not suffer or permit any Material Subsidiary of its Subsidiaries to, merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except: : (a) any Person Subsidiary of the Company may merge with (i) the Company, provided that the Company shall be the continuing or surviving corporation; (b) any Subsidiary may merge with the Company, provided that the Company shall be the continuing or surviving corporationPerson, or with (ii) any one or more Subsidiariessubsidiaries of the Company, provided that if any transaction shall be between a Subsidiary and a Whollywholly-Owned owned Subsidiary, the Whollywholly-Owned owned Subsidiary shall be the continuing or surviving corporationPerson; and and (cb) any Subsidiary of the Company or any Subsidiary may convey, transfer, lease or otherwise dispose of sell all or substantially all of its assets (upon voluntary liquidation or otherwise), ) to the Company or another Whollya wholly-Owned Subsidiaryowned Subsidiary of the Company; provided, however, that so long as the case may becontinuing or surviving Person remains liable for all of the Company's obligations to the Banks under the Loan Documents, the Administrative Agent and the Banks shall not unreasonably withhold their consent to any merger or consolidation of the Company or any of its Subsidiaries with or into any other Person.

Consolidations and Mergers. The Company shall not, and shall not suffer or permit any of its Material Subsidiary Subsidiaries to, merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except: (a) any Person The Company may merge with the Companyany Person not otherwise permitted under SUBSECTION 8.03(B) below, provided that there is no Change in Control as a result of the merger and the surviving Person continues to meet all financial covenants herein for the Company shall and agrees to be bound by the continuing or surviving corporationterms of the Agreement and assumes in writing all Obligations; (b) any Subsidiary may merge with the Company, provided that the Company shall be the continuing or surviving corporation, or with any one or more Subsidiaries, provided that if any transaction shall be between a Subsidiary that is not a Wholly-Owned Subsidiary and a Wholly-Owned Subsidiary, the Wholly-Owned Subsidiary shall be the continuing or surviving corporation; and (c) the Company or any Subsidiary may convey, transfer, lease or otherwise dispose of sell all or substantially all of its assets (upon voluntary liquidation or otherwise), to the Company or another a Wholly-Owned Subsidiary, as the case may be.

Consolidations and Mergers. The Company shall not, and shall not suffer or permit any Material Subsidiary to, merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) transactions all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except: (a) any Person may merge with the Company, provided that the Company shall be the continuing or surviving corporation; (b) any Subsidiary may merge with the Company, provided that the Company shall be the continuing or surviving corporation, or with any one or more Subsidiaries, provided that if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, the Wholly-Owned Subsidiary shall be the continuing or surviving corporation; and; (cb) the Company or any Subsidiary may convey, transfer, lease or otherwise dispose of sell all or substantially all of its assets (upon voluntary liquidation or otherwise), to the Company or another a Wholly-Owned Subsidiary; and (c) any Person may merge or consolidate with the Company; provided, as that (i) the case may beCompany shall be the continuing or surviving corporation, and (ii) no Event of Default shall exist or shall result from such merger or consolidation.

Consolidations and Mergers. The Company shall not, and shall -------------------------- not suffer or permit any Material Restricted Subsidiary to, merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except: (a) any Person may merge with the Company, provided that the Company shall be the continuing or surviving corporation; (b) any Restricted Subsidiary may merge with the Company, provided that the Company shall be the continuing or surviving corporation, or with any one or more Restricted Subsidiaries, ; provided that if any transaction shall be -------- between a Restricted Subsidiary and a Whollywholly-Owned owned Restricted Subsidiary, the Whollywholly-Owned owned Restricted Subsidiary shall be the continuing or surviving corporation; and (cb) the Company or any Restricted Subsidiary may convey, transfer, lease or otherwise dispose of sell all or substantially all of its assets (upon voluntary liquidation or otherwise), to the Company or another Whollywholly-Owned owned Restricted Subsidiary, as the case may be.

Consolidations and Mergers. The Company shall not, and shall not suffer or permit any Material Subsidiary to, merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except: (a) any Person may merge with the Company, provided that the Company shall be the continuing or surviving corporation; (b) any Subsidiary may merge with the Company, provided that the Company shall be the continuing or surviving corporation, or with any one or more Subsidiaries, provided that if any transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, the Wholly-Owned Subsidiary shall be the continuing or surviving corporation; and (c) the Company or any Subsidiary may convey, transfer, lease or otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), to the Company or another one or more Wholly-Owned SubsidiarySubsidiaries, as the case may be.