Consolidations, Mergers. The Company will not (a) consolidate or merge with or into any other Person or (b) liquidate or dissolve; provided that the Company may consolidate or merge with another Person if (i) the corporation surviving the merger is the Company or a corporation organized under the laws of a State of the United States into which the Company desires to consolidate or merge for the purpose of becoming incorporated in such State (in which case such corporation shall assume all of the Company’s obligations under this Agreement by an agreement reasonably satisfactory to the Required Lenders (and the Required Lenders shall not unreasonably withhold their consent to the form of such agreement) and shall deliver to the Administrative Agent and the Lenders such legal opinions and other documents as the Administrative Agent may reasonably request to evidence the due authorization, validity and binding effect thereof) and (ii) immediately after giving effect to such consolidation or merger, no Default shall have occurred and be continuing; provided, further, that this Section 5.12 shall not apply to any VS Transaction.
Consolidations, Mergers. Consolidate or merge with or into any other Person.
Consolidations, Mergers. The Company shall not, directly or indirectly, by operation of law or otherwise, merge with or consolidate with another Person, liquidate, windup or dissolve itself, or sell, transfer or lease or otherwise dispose of all or any substantial part of its assets or acquire by purchase or otherwise the business or assets of, or stock of, another Person; except (i) that any Subsidiary may merge into or consolidate with any other Subsidiary; and (ii) any Subsidiary may merge with or consolidate into the Company; provided that the Company is the surviving organization.
Consolidations, Mergers. Except for mergers of Borrower's wholly-owned Subsidiaries with and into Borrower, as the result of which Borrower is the surviving entity, Borrower shall not merge or consolidate with any other Person, and Borrower shall not dissolve, enter into any joint venture or become a partner in any partnership."
5.30 Section 6.12
Consolidations, Mergers. The Borrower will not, and will not permit any of its Subsidiaries to, wind-up, liquidate or dissolve its affairs or enter into any transaction of amalgamation, consolidation or merger with or into, any other Person (whether in one transaction or in a series of related transactions); provided that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and is continuing, (i) any Person may merge with and into the Borrower in a transaction in which the Borrower is the surviving entity, (ii) any Person may merge with and into any Subsidiary of the Borrower in a transaction in which the surviving entity is a Subsidiary of the Borrower, and (iii) any Subsidiary of the Borrower may dissolve or liquidate if the Borrower determines in good faith that such transaction would not reasonably be expected to have a Material Adverse Effect.
Consolidations, Mergers. No Loan Party will, nor will it permit any Restricted Subsidiaries to, change its entity form, wind-up, liquidate or dissolve its affairs or enter into any transaction of amalgamation, consolidation or merger with or into, or acquire all or substantially all of the assets of, any other Person (whether in one transaction or in a series of related transactions); provided that any Restricted Subsidiary may (a) so long as, in each case, the continuing or surviving person is a Loan Party, (i) merge or be merged with or into any Loan Party or another Restricted Subsidiary or (ii) acquire all or substantially all of the assets of any Loan Party and (b) liquidate or dissolve (other than in connection with a merger that is otherwise permitted) if (i) such Restricted Subsidiary is not a Loan Party and (ii) such Loan Party determines in good faith that such liquidation or dissolution is in the best interests of such Loan Party and is not materially disadvantageous to the Lenders; provided further that, notwithstanding anything to the contrary herein, and except in connection with a Permitted Transaction, no Guarantor may, in any transaction or series of transactions, transfer all or a substantial portion of its assets to any Person or Persons other than Vista or another wholly-owned Restricted Subsidiary that is a Guarantor.
Consolidations, Mergers. The Company shall not, directly or indirectly, enter into any merger, consolidation or reorganization in which the Company is not the surviving corporation unless the proposed surviving corporation shall, prior to such merger, consolidation or reorganization, agree in writing to assume the obligations of the Company under this Agreement, and for that purpose references hereunder to "Registrable Securities" shall be deemed to be references to the securities that the Investor or the Holders of Registrable Securities would be entitled to receive in exchange for Registrable Securities under any such merger, consolidation or reorganization.
Consolidations, Mergers. Neither Borrower nor any Guarantor will ----------------------- consolidate or merge with or into any other Person, except that (i) any Guarantor or Guarantors may merge with any other Guarantor or Guarantors at any time and from time to time, and (ii) Borrower or any such Guarantor may at any time and from time to time merge with another Person if Borrower or such Guarantor is the corporation surviving such merger and if, after giving effect thereto, no Event of Default (or event that, with the passage of time or the giving of notice, or both, would constitute an Event of Default) shall result or have occurred and be continuing.
Consolidations, Mergers. The Borrower will not change its entity form or enter into any partnership or joint venture except in respect of its ownership of TGS. The Borrower will not, and will not permit any of its Subsidiaries to, wind-up, liquidate or dissolve its affairs or enter into any transaction of amalgamation, consolidation or merger with or into, or acquire all or substantially all of the assets of, any other Person (whether in one transaction or in a series of related transactions) if (a) any such transaction could be reasonably expected to result in a Material Adverse Effect; (b) a Default or Event of Default is then in existence or may occur as a result of any such transaction; or (c) in any such transaction where the Borrower would not be the surviving entity, or in any transaction where a Subsidiary of the Borrower would not be the surviving entity, except that any Subsidiary may dissolve or liquidate if the Borrower determines in good faith that such transition could not reasonably be expected to have a Material Adverse Effect and is not materially adverse to the interests of the Lenders; provided, that notwithstanding anything to the contrary herein, no Subsidiary may, in any transaction or series of transactions, transfer all or a substantial portion of its assets to any Person or Persons other than another Subsidiary.
Consolidations, Mergers. Consolidate or merge with any ----------------------- corporation; acquire any business, or acquire stock of any corporation; enter into any partnership or joint venture; or form any subsidiary.
