Common use of Consolidations and Mergers Clause in Contracts

Consolidations and Mergers. Each Borrower agrees that it will not, nor will the Company permit any Subsidiary to, consolidate or merge with or into any other Person, provided that if, after giving effect to any of the following, no Default will be in existence: (i) any Subsidiary may merge or consolidate with the Company if the Company is the corporation surviving such merger, (ii) any Borrower may merge or consolidate with any other Borrower, (iii) any Subsidiary which is a Guarantor may merge or consolidate with any other Subsidiary which is a Guarantor, (iv) any Subsidiary which is not a Borrower or Guarantor may merge or consolidate with any other Subsidiary which is not a Borrower or Guarantor, (v) any Subsidiary which is not a Borrower or a Guarantor may merge or consolidate with any other Subsidiary which is a Borrower or a Guarantor, if the Borrower or Guarantor, as the case may be, is the corporation surviving such merger, and (vi) any Borrower or Subsidiary may merge or consolidate with any other Person if (a) such Person was organized under the laws of the United States of America or one of its States, (b) either (1) such Borrower or Subsidiary is the corporation surviving such merger or (2) such Person becomes a Subsidiary as a result of such merger or consolidation and expressly assumes in writing (in form and substance reasonably acceptable to the Administrative Agent) all obligations of such Borrower or Subsidiary, as the case may be, under the Loan Documents executed by such Borrower or Subsidiary, provided, in any merger or consolidation involving a Domestic Subsidiary, the survivor shall be a Domestic Subsidiary, and in any merger or consolidation involving a Foreign Subsidiary, the survivor shall be a Foreign Subsidiary, and (c) immediately after giving effect to such merger, no Default shall have occurred and be continuing.

Consolidations and Mergers. Each Borrower agrees that it will notNo Credit Party shall, nor will the Company and no Credit Party shall suffer or permit any Subsidiary of its Subsidiaries to, merge with, consolidate or merge with or into, dissolve or liquidate 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 upon not less than five (5) Business Days prior written notice to Agent, (a) any Subsidiary of the Borrower may merge with, consolidate with or into, dissolve or liquidate into a Wholly-Owned Subsidiary of the Borrower which is a Domestic Subsidiary, provided that if, after giving effect to any of the following, no Default will be in existence: (i) any Subsidiary may merge or consolidate with the Company if the Company is the corporation surviving such merger, (ii) any Borrower may merge or consolidate with any other Borrower, (iii) any Wholly-Owned Subsidiary which is a Guarantor Domestic Subsidiary shall be the continuing or surviving entity and all actions reasonably required by Agent, including actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of Agent, shall have been completed; provided, if a Credit Party is a constituent entity in such merger, dissolution or liquidation, a Credit Party must be the continuing or surviving entity, (b) any Foreign Subsidiary may merge with or consolidate with dissolve or liquidate into another Foreign Subsidiary provided if a Foreign Subsidiary which is not an Excluded Foreign Subsidiary is a constituent entity in such merger, dissolution or liquidation, a Foreign Subsidiary which is not an Excluded Foreign Subsidiary shall be the continuing or surviving entity, (c) any other Subsidiary which of the Borrower may liquidate or dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and it is not materially disadvantageous to the Lenders and (ii) to the extent such Subsidiary is a Guarantor, (iv) any Subsidiary which is assets or business not a Borrower or Guarantor may merge or consolidate otherwise Disposed of in accordance with any other Subsidiary which is not a Borrower or GuarantorSection 6.2 or, (v) any Subsidiary which is not a Borrower or a Guarantor may merge or consolidate with any other Subsidiary which is a Borrower or a Guarantor, if the Borrower or Guarantor, as in the case may beof any such business, is the corporation surviving such mergerdiscontinued, and (vi) any Borrower or Subsidiary may merge or consolidate with any other Person if (a) such Person was organized under the laws of the United States of America or one of its States, (b) either (1) such Borrower or Subsidiary is the corporation surviving such merger or (2) such Person becomes a Subsidiary as a result of such merger or consolidation and expressly assumes in writing (in form and substance reasonably acceptable to the Administrative Agent) all obligations of such Borrower or Subsidiary, as the case may be, under the Loan Documents executed by such Borrower or Subsidiary, provided, in any merger or consolidation involving a Domestic Subsidiary, the survivor shall be transferred to, or otherwise owned or conducted by, a Domestic Subsidiary, and in any merger or consolidation involving a Foreign Subsidiary, the survivor shall be a Foreign Subsidiary, and (c) immediately Credit Party after giving effect to such mergerliquidation or dissolution and (d) any Person that is the target of a Permitted Acquisition may merge into a Credit Party or a Subsidiary of a Credit Party formed solely for the purpose of consummating such Permitted Acquisition; provided that the Credit Party or Subsidiary thereof (which shall become a Credit Party concurrently with the consummation of such Permitted Acquisition) shall be the continuing or surviving entity and all actions reasonably required by Agent, no Default including actions required to grant perfected Liens on the Stock of the surviving entity and other Collateral in favor of Agent, shall have occurred and be continuingbeen completed.

Consolidations and Mergers. Each Borrower agrees that it will notNo Credit Party shall, nor will the Company and no Credit Party shall suffer or permit any Subsidiary of its Restricted Subsidiaries to, merge with, consolidate with or into, dissolve or liquidate 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 Restricted Subsidiary of the Borrower may merge with, consolidate with or into, dissolve or liquidate into the Borrower or a Wholly-Owned Subsidiary of the Borrower which is both a Restricted Subsidiary and a Domestic Subsidiary, provided that the Borrower or such Wholly-Owned Subsidiary shall be the continuing or surviving entity and all actions reasonably required by Agent, including actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of Agent, shall have been completed; provided further, that if a Credit Party is a constituent entity in such merger, dissolution or liquidation, a Credit Party must be the continuing or surviving entity, (b) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary provided if a Foreign Subsidiary which is not an Excluded Foreign Subsidiary is a constituent entity in such merger, dissolution or liquidation, a Foreign Subsidiary which is not an Excluded Foreign Subsidiary shall be the continuing or surviving entity, (c) any other Person, provided that if, after giving effect to any Restricted Subsidiary of the following, no Default will be in existence: Borrower may liquidate or dissolve if (i) any Subsidiary may merge the Borrower determines in good faith that such liquidation or consolidate with dissolution is in the Company if best interests of the Company Borrower and it is not materially disadvantageous to the corporation surviving such merger, Lenders and (ii) any Borrower may merge or consolidate with any other Borrower, (iii) any to the extent such Restricted Subsidiary which is a Guarantor may merge or consolidate with any other Subsidiary which is a Guarantor, (iv) any Subsidiary which is assets or business not a Borrower or Guarantor may merge or consolidate otherwise Disposed of in accordance with any other Subsidiary which is not a Borrower or GuarantorSection 6.2 or, (v) any Subsidiary which is not a Borrower or a Guarantor may merge or consolidate with any other Subsidiary which is a Borrower or a Guarantor, if the Borrower or Guarantor, as in the case may beof any such business, is the corporation surviving such mergerdiscontinued, and (vi) any Borrower or Subsidiary may merge or consolidate with any other Person if (a) such Person was organized under the laws of the United States of America or one of its States, (b) either (1) such Borrower or Subsidiary is the corporation surviving such merger or (2) such Person becomes a Subsidiary as a result of such merger or consolidation and expressly assumes in writing (in form and substance reasonably acceptable to the Administrative Agent) all obligations of such Borrower or Subsidiary, as the case may be, under the Loan Documents executed by such Borrower or Subsidiary, provided, in any merger or consolidation involving a Domestic Subsidiary, the survivor shall be transferred to, or otherwise owned or conducted by, a Domestic Subsidiary, and in any merger or consolidation involving a Foreign Subsidiary, the survivor shall be a Foreign Subsidiary, and (c) immediately Credit Party after giving effect to such mergerliquidation or dissolution and (d) any Person that is the target of a Permitted Acquisition may merge into a Credit Party or a Restricted Subsidiary of a Credit Party formed solely for the purpose of consummating such Permitted Acquisition; provided that the Credit Party or Restricted Subsidiary thereof (which shall become a Credit Party concurrently with the consummation of such Permitted Acquisition) shall be the continuing or surviving entity and all actions reasonably required by Agent, no Default including actions required to grant perfected Liens on the Stock of the surviving entity and other Collateral in favor of Agent, shall have occurred and be continuingbeen completed.

Consolidations and Mergers. Each Borrower agrees that it will notNo Credit Party shall, nor will the Company and no Credit Party shall suffer or permit any Subsidiary of its Subsidiaries to, amalgamate, 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 Permitted Acquisitions and except upon not less than five (5) Business Days prior written notice to Agents, (a) any Subsidiary (other than, upon and after the consummation of the Global Reorganization, the Canadian Borrower) of the US Borrower may amalgamate or merge with with, or into any other Persondissolve or liquidate into, the US Borrower or a Wholly-Owned Subsidiary of the US Borrower, provided that if, after giving effect such Borrower or such Wholly-Owned Subsidiary shall be the continuing or surviving entity; provided further that if a Credit Party is party to any of the following, no Default will be in existence: (i) any Subsidiary may merge or consolidate with the Company if the Company is the corporation surviving such merger, (ii) any Borrower may merge dissolution or consolidate with any other Borrowerliquidation, (iii) any Subsidiary which is a Guarantor may merge Credit Party shall be the surviving or consolidate with any other Subsidiary which is a Guarantorcontinuing entity and all actions reasonably required by US Agent, (iv) any Subsidiary which is not a Borrower or Guarantor may merge or consolidate with any other Subsidiary which is not a Borrower or Guarantor, (v) any Subsidiary which is not a Borrower or a Guarantor may merge or consolidate with any other Subsidiary which is a Borrower or a Guarantor, if including actions required to maintain perfected Liens on the Borrower or Guarantor, as the case may be, is the corporation surviving such merger, and (vi) any Borrower or Subsidiary may merge or consolidate with any other Person if (a) such Person was organized under the laws Stock of the United States surviving entity and other Collateral in favor of America or one of its StatesUS Agent, shall have been completed, (b) either (1) any Subsidiary of the Canadian Borrower may amalgamate or merge with, or dissolve or liquidate into, the Canadian Borrower or a Wholly-Owned Subsidiary of the Canadian Borrower, provided that such Borrower or such Wholly-Owned Subsidiary is the corporation surviving such merger or (2) such Person becomes a Subsidiary as a result of such merger or consolidation and expressly assumes in writing (in form and substance reasonably acceptable to the Administrative Agent) all obligations of such Borrower or Subsidiary, as the case may be, under the Loan Documents executed by such Borrower or Subsidiary, provided, in any merger or consolidation involving a Domestic Subsidiary, the survivor shall be the continuing or surviving entity; provided further that if a Domestic SubsidiaryCredit Party is party to any such amalgamation or merger, and in any merger dissolution or consolidation involving liquidation, a Foreign Subsidiary, the survivor Credit Party shall be a Foreign Subsidiarythe surviving or continuing entity and all actions reasonably required by Canadian Agent, including actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of Canadian Agent, shall have been completed, and (c) immediately after giving effect to any Foreign Subsidiary (other than Canadian Borrower) may amalgamate or merge with or dissolve or liquidate into another Foreign Subsidiary provided if a First Tier Foreign Subsidiary or Canadian Subsidiary is a constituent entity in such amalgamation, merger, no Default dissolution or liquidation, such First Tier Foreign Subsidiary or Canadian Subsidiary shall have occurred and be continuingthe continuing or surviving entity.

Consolidations and Mergers. Each Borrower agrees that it will not, nor will the Company permit any Subsidiary to, consolidate or merge with or into into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets of any Borrower or such Borrower and its Subsidiaries take as a whole (whether now owned or hereafter acquired) to, any other Person, provided that if, after giving effect to any of the following, no Default will be in existence: (i) any Subsidiary may merge or consolidate with with, or dispose of assets to, the Company if the Company Company, as the case may be, is the corporation surviving such merger, (ii) any Borrower may merge or consolidate with with, or dispose of assets to, any other Borrower, (iii) any Subsidiary which is a Guarantor may merge or consolidate with with, or dispose of assets to any other Subsidiary which is a Guarantor, (iv) any Subsidiary which is not a Borrower or Guarantor may merge or consolidate with with, or dispose of assets to, any other Subsidiary which is not a Borrower or Guarantor, (v) any Subsidiary which is not a Borrower or a Guarantor may merge or consolidate with with, or dispose of assets to, any other Subsidiary which is a Borrower or a Guarantor, if the such Borrower or Guarantor, as the case may be, is the corporation surviving such merger, (vi) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and (vivii) any Borrower or Subsidiary may merge or consolidate with any other Person if (a) such Person was organized under the laws of the United States of America or one of its States, (b) either (1) such Borrower or Subsidiary is the corporation surviving such merger or (2) such Person becomes a Subsidiary as a result of such merger or consolidation and expressly assumes in writing (in form and substance reasonably acceptable to the Administrative Agent) all obligations of such Borrower or Subsidiary, as the case may be, under the Loan Documents executed by such Borrower or Subsidiary, provided, in any merger or consolidation involving a Domestic Subsidiary, the survivor shall be a Domestic Subsidiary, and in any merger or consolidation involving a Foreign Subsidiary, the survivor shall be a Foreign Subsidiary, and (c) immediately after giving effect to such merger, no Default shall have occurred and be continuing. Notwithstanding the foregoing, for the avoidance of doubt, so long as, after giving effect thereto, no Default will be in existence, any consolidations or mergers or dispositions of assets consummated in connection with the Spin-Off Transaction shall be permitted under this Agreement.

Consolidations and Mergers. Each Borrower agrees that it The Company will not, nor will the Company it permit any Subsidiary to, consolidate or merge with or into into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets of any Borrower or such Borrower and its Subsidiaries taken as a whole (whether now owned or hereafter acquired) to, any other Person, provided that if, after giving effect to any of the following, no Default will be in existence: (i) any Subsidiary may merge or consolidate with with, or dispose of assets to, the Company if the Company Company, as the case may be, is the corporation surviving such merger, (ii) any Borrower may merge or consolidate with with, or dispose of assets to, any other Borrower, (iii) any Subsidiary which is a Guarantor may merge or consolidate with with, or dispose of assets to any other Subsidiary which is a Guarantor, (iv) any Subsidiary which is not a Borrower or Guarantor may merge or consolidate with with, or dispose of assets to, any other Subsidiary which is not a Borrower or Guarantor, (v) any Subsidiary which is not a Borrower or a Guarantor may merge or consolidate with with, or dispose of assets to, any other Subsidiary which is a Borrower or a Guarantor, if the such Borrower or Guarantor, as the case may be, is the corporation surviving such merger, (vi) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and (vivii) any Borrower or Subsidiary may merge or consolidate with any other Person if (a) such Person was organized under the laws of the United States of America or one of its States, (b) either (1) such Borrower or Subsidiary is the corporation surviving such merger or (2) such Person becomes a Subsidiary as a result of such merger or consolidation and expressly assumes in writing (in form and substance reasonably acceptable to the Administrative Agent) all obligations of such Borrower or Subsidiary, as the case may be, under the Loan Documents executed by such Borrower or Subsidiary, provided, in any merger or consolidation involving a Domestic Subsidiary, the survivor shall be a Domestic Subsidiary, and in any merger or consolidation involving a Foreign Subsidiary, the survivor shall be a Foreign Subsidiary, and (c) immediately after giving effect to such merger, no Default shall have occurred and be continuing.

Consolidations and Mergers. Each Borrower agrees that it The Company will not, nor will the Company it permit any Subsidiary to, consolidate or merge with or into into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets of any Borrower or such Borrower and its Subsidiaries take as a whole (whether now owned or hereafter acquired) to, any other Person, provided that if, after giving effect to any of the following, no Default will be in existence: (i) any Subsidiary may merge or consolidate with with, or dispose of assets to, the Company if the Company Company, as the case may be, is the corporation surviving such merger, (ii) any Borrower may merge or consolidate with with, or dispose of assets to, any other Borrower, (iii) any Subsidiary which is a Guarantor may merge or consolidate with with, or dispose of assets to any other Subsidiary which is a Guarantor, (iv) any Subsidiary which is not a Borrower or Guarantor may merge or consolidate with with, or dispose of assets to, any other Subsidiary which is not a Borrower or Guarantor, (v) any Subsidiary which is not a Borrower or a Guarantor may merge or consolidate with with, or dispose of assets to, any other Subsidiary which is a Borrower or a Guarantor, if the such Borrower or Guarantor, as the case may be, is the corporation surviving such merger, (vi) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to a Loan Party and (vivii) any Borrower or Subsidiary may merge or consolidate with any other Person if (a) such Person was organized under the laws of the United States of America or one of its States, (b) either (1) such Borrower or Subsidiary is the corporation surviving such merger or (2) such Person becomes a Subsidiary as a result of such merger or consolidation and expressly assumes in writing (in form and substance reasonably acceptable to the Administrative Agent) all obligations of such Borrower or Subsidiary, as the case may be, under the Loan Documents executed by such Borrower or Subsidiary, provided, in any merger or consolidation involving a Domestic Subsidiary, the survivor shall be a Domestic Subsidiary, and in any merger or consolidation involving a Foreign Subsidiary, the survivor shall be a Foreign Subsidiary, and (c) immediately after giving effect to such merger, no Default shall have occurred and be continuing.

Consolidations and Mergers. Each Borrower agrees that it will notNo Loan Party shall, nor will the Company shall it permit any Subsidiary of its Subsidiaries to, merge, consolidate or merge with or into 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 PersonPerson or undergo any statutory division, provided that ifexcept (a) as expressly permitted by Section 5.1 and (b) upon not less than 10 Business Days prior written notice to Agent (or such shorter period of time as Agent may agree in its sole discretion), after giving effect to any of the following, no Default will be in existence: (i) any Subsidiary of Borrower may merge with, dissolve or consolidate liquidate into (in each case in accordance with applicable Law) Borrower or another Loan Party; provided, that (A) Borrower or another Loan Party which is a Domestic Subsidiary shall be the Company continuing or surviving entity (and Borrower shall be the continuing or surviving entity if Borrower is a party to such transaction), (B) the Company is Loan Parties provide Agent with copies of all applicable documentation relating thereto, and (C) all actions required to maintain perfected Liens on the corporation Stock of the surviving such merger, entity and other Collateral in favor of Agent shall have been completed and (ii) any Borrower Foreign Subsidiary may merge with or consolidate dissolve or liquidate into another Foreign Subsidiary; provided, that (A) the Loan Parties provide Agent with any other Borrower, copies of all applicable documentation relating thereto and (iiiB) any Subsidiary which is if a Guarantor may merge or consolidate with any other Subsidiary which is a Guarantor, (iv) any Foreign Subsidiary which is not an Excluded Foreign Subsidiary is a Borrower constituent entity in such merger, dissolution or Guarantor may merge or consolidate with any other liquidation, (x) a Foreign Subsidiary which is not a Borrower an Excluded Foreign Subsidiary shall be the continuing or Guarantor, (v) any Subsidiary which is not a Borrower or a Guarantor may merge or consolidate with any other Subsidiary which is a Borrower or a Guarantor, if the Borrower or Guarantor, as the case may be, is the corporation surviving such merger, entity and (viy) any Borrower or Subsidiary may merge or consolidate with any other Person if (a) such Person was organized under all actions required to establish perfected Liens on the laws Stock of the United States surviving entity and other Collateral in favor of America or one of its States, (b) either (1) such Borrower or Subsidiary is the corporation surviving such merger or (2) such Person becomes a Subsidiary as a result of such merger or consolidation and expressly assumes in writing (in form and substance reasonably acceptable to the Administrative Agent) all obligations of such Borrower or Subsidiary, as the case may be, under the Loan Documents executed by such Borrower or Subsidiary, provided, in any merger or consolidation involving a Domestic Subsidiary, the survivor shall be a Domestic Subsidiary, and in any merger or consolidation involving a Foreign Subsidiary, the survivor shall be a Foreign Subsidiary, and (c) immediately after giving effect to such merger, no Default Agent shall have occurred and be continuingbeen completed.

Consolidations and Mergers. Each Borrower agrees that it will notNo Credit Party shall, nor will the Company and no Credit Party shall suffer or permit any Subsidiary toof its Domestic Subsidiaries to merge, consolidate or merge with or into 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; provided, (a) any Subsidiary of a Borrower or Joint Venture may merge with, or dissolve or liquidate into, a Borrower or a Wholly-Owned Subsidiary of a Borrower which is a Domestic Subsidiary, provided that if, after giving effect to any of the following, no Default will be in existence: (i) any Subsidiary may merge such Borrower or consolidate with the Company if the Company is the corporation surviving such merger, (ii) any Borrower may merge or consolidate with any other Borrower, (iii) any Wholly-Owned Subsidiary which is a Guarantor may merge Domestic Subsidiary shall be the continuing or consolidate with any other Subsidiary which is a Guarantor, (iv) any Subsidiary which is not a Borrower or Guarantor may merge or consolidate with any other Subsidiary which is not a Borrower or Guarantor, (v) any Subsidiary which is not a Borrower or a Guarantor may merge or consolidate with any other Subsidiary which is a Borrower or a Guarantor, if surviving entity and all actions required to maintain perfected Liens on the Borrower or Guarantor, as the case may be, is the corporation surviving such merger, and (vi) any Borrower or Subsidiary may merge or consolidate with any other Person if (a) such Person was organized under the laws Stock of the United States surviving entity in favor of America or one of its StatesAgent shall have been completed, (b) either (1) such Borrower any Subsidiary that is not a Credit Party or Joint Venture may merge with or dissolve or liquidate into another Subsidiary that is not a Credit Party or Joint Venture provided if a First Tier Foreign Subsidiary is the corporation surviving a constituent entity in such merger merger, dissolution or (2) liquidation, such Person becomes a First Tier Foreign Subsidiary as a result of such merger or consolidation and expressly assumes in writing (in form and substance reasonably acceptable to the Administrative Agent) all obligations of such Borrower or Subsidiary, as the case may be, under the Loan Documents executed by such Borrower or Subsidiary, provided, in any merger or consolidation involving a Domestic Subsidiary, the survivor shall be a Domestic Subsidiary, and in any merger the continuing or consolidation involving a Foreign Subsidiary, the survivor shall be a Foreign Subsidiarysurviving entity, and (c) any Subsidiary of a Borrower or Joint Venture may merge with, or dissolve or liquidate into, a Target in connection with a Permitted Acquisition, provided that such Target shall be the continuing or surviving entity and become a Credit Party hereunder and all actions required to maintain perfected Liens on the Stock of the surviving entity in favor of Agent shall have been completed; provided, further, that the Borrower Representative shall provide the Agent with written notice of any of the events described in the foregoing clauses (a), b) and (c), no later than the date on which the delivery of the financial statements referred to in Section 4.1(b) are required to be delivered following the quarter ended immediately after giving effect to the occurrence of such merger, no Default shall have occurred and be continuingevent.

Consolidations and Mergers. Each Borrower agrees that it The Company will not, nor and will the Company not permit any Subsidiary other Borrower to, consolidate or merge with or into any other Persondissolve, provided that ifwind-up, after giving effect to any of the followingmerge, no Default will be in existence: (i) any Subsidiary may merge or consolidate with the Company if the Company is the corporation surviving such merger, (ii) any Borrower may merge or consolidate with any other Borrower, (iii) any Subsidiary which is a Guarantor may merge or consolidate with any other Subsidiary which is a Guarantor, (iv) any Subsidiary which is not a Borrower or Guarantor may merge or consolidate with any other Subsidiary which is not a Borrower or Guarantor, (v) any Subsidiary which is not a Borrower or a Guarantor may merge or consolidate with any other Subsidiary which is a Borrower or a Guarantor, if the Borrower or Guarantor, as the case may be, is the corporation surviving such merger, and (vi) any Borrower or Subsidiary may merge amalgamate or consolidate with any other Person if or sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of the business or assets of the Company and its Subsidiaries (taken as a whole), whether now owned or hereafter acquired (excluding any inventory or other assets sold or disposed of in the ordinary course of business); provided that, notwithstanding any of the foregoing limitations, (a) if no Event of Default shall then exist or immediately thereafter will exist, a Borrower may merge, amalgamate or consolidate with any Person so long as (i) such Person was Borrower is the surviving entity or (ii) the surviving entity (the “Successor Borrower”) (A) is organized under the laws of the United States of America or one of its Statesany State thereof, (bB) either (1) expressly assumes such Borrower’s obligations under this Agreement and the other Loan Documents to which such Borrower is a party pursuant to a supplement hereto or Subsidiary is the corporation surviving such merger or (2) such Person becomes a Subsidiary thereto, as a result of such merger or consolidation and expressly assumes in writing (applicable, in form and substance reasonably acceptable satisfactory to the Administrative AgentAgent (it being understood that if the merging Borrower is the Company, such Successor Borrower shall be “the Company” for all purposes under this Agreement, including the definition of Change of Control (which definition shall be tested in connection with, and must not be violated as a result of, such transaction)), (C) all obligations of such as to any Borrower or Subsidiary, as the case may be, under the Loan Documents executed by such Borrower or Subsidiary, provided, in any merger or consolidation involving that is a Domestic Subsidiary, the survivor Company shall be a Domestic Subsidiaryhave confirmed that its obligations hereunder in respect of such Obligations shall apply to the Successor Borrower’s obligations under this Agreement and (D) has provided (or the Company has provided) not less than ten (10) Business Days’ notice of any merger, amalgamation or consolidation of such Borrower, and in the Successor Borrower shall have supplied any documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender at least five Business Days prior to the date of such merger or consolidation involving a Foreign Subsidiaryamalgamation in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations, including the Act and the Beneficial Ownership Regulation (it being understood that, if the foregoing conditions in clauses (A) through (D) are satisfied, then such Successor Borrower will automatically succeed to, and be substituted for, the survivor shall be a Foreign Subsidiary, applicable Borrower under this Agreement); and (cb) immediately after giving effect to any Material Subsidiary may merge, amalgamate or consolidate with a Borrower if such merger, no Default shall have occurred and be continuingBorrower is the surviving entity. 7.04 [Reserved].