Consolidations, Mergers and Sale of Assets. The Borrower will not (a) dissolve or liquidate, (b) merge with or into, or consolidate with, any other Person, (c) dissolve or liquidate any Subsidiary or permit the merger or consolidation of any Subsidiary into or with any other Person unless the Borrower shall determine in good faith (i) that any such transaction is in the best interests of the Borrower or (ii) such transaction will not be disadvantageous in any material respect to the Borrower, or (d) sell, convey or transfer all or substantially all of its property and assets to any other Person; provided, however, that (x) any Person may be merged with or into, or consolidated with, the Borrower if the Borrower is the surviving corporation, and (y) the Borrower may merge with or into, or consolidate with, another corporation or sell, convey or transfer its properties and assets substantially as an entity to any Person if the corporation formed by such consolidation or into which the Borrower is merged, or the Person which acquires by sale, conveyance or transfer the properties and assets of the Borrower substantially as an entity, shall be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, and shall expressly assume by a supplemental agreement hereto, executed and delivered to the Agent in form reasonably satisfactory to the Agent, the full and timely performance and observance of every covenant and agreement contained herein, including but not limited to the payment of the principal and interest provided herein, on the part of the Borrower to be performed or observed, in each case if immediately after giving effect to such merger, consolidation, sale, conveyance or transfer, no Default would occur and be continuing.
Consolidations, Mergers and Sale of Assets. The Borrower shall not, and shall not permit any Material Subsidiary to, consolidate or merge with or into any other Person or sell, lease or otherwise transfer all or any substantial part of its assets to any other Person, except that:
(a) the Borrower may merge with another Person if (i) the Borrower is the corporation surviving such merger and (ii) immediately after giving effect to such merger on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuing;
(b) any Material Subsidiary may merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to the Borrower or to a Material Domestic Subsidiary (determined immediately thereafter) if, in connection with any such merger (i) either the Borrower or such Material Domestic Subsidiary is the surviving corporation and (ii) immediately after giving effect to such merger, sale, lease or other transfer on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuing;
(c) any Material Foreign Subsidiary may merge into or sell, lease or otherwise transfer all or substantially all of its assets to any other Foreign Subsidiary in which the Borrower, directly or indirectly, shall retain a proportionate equity interest equal to or greater than the equity interest of the Borrower in the merging Subsidiary if immediately after giving effect to such merger, sale, lease or other transfer on a Pro Forma Basis, no Default or Event of Default shall have occurred and be continuing;
(d) any Material Subsidiary may merge with another Person in connection with an Acquisition permitted by Section 8.5 if (i) such Material Subsidiary is the surviving corporation and (ii) following such Acquisition, the Borrower shall retain, directly or indirectly, a proportionate equity interest in such Material Subsidiary equal to or greater than the Borrower's equity interest immediately prior to such Acquisition;
(e) the Borrower may complete the orderly liquidation of its interests in Korean American Tobacco Company; and
(f) the Borrower or any Material Subsidiary may transfer its interests in any Foreign Subsidiary to one or more Wholly Owned Subsidiaries of the Borrower or such Material Subsidiary.
Consolidations, Mergers and Sale of Assets. (A) Neither the Company nor Masco Europe will directly or indirectly sell, lease, transfer or otherwise dispose of all or substantially all of its assets, or merge or consolidate with any other Person, or acquire any other Person through purchase of assets or capital stock, unless either (i) the Company or Masco Europe, as applicable, shall be the continuing or surviving corporation or (ii) the successor or acquiring corporation (if other than the Company or Masco Europe, as applicable) shall be a corporation organized under the laws of (x) one of the States of the United States of America in the case of a merger or consolidation of the Company, or (y) the Grand Duchy of Luxembourg in the case of a merger or consolidation of Masco Europe, and shall assume, by a writing satisfactory in form and substance to the Required Banks, all of the obligations of the Company or Masco Europe, as applicable, under this Agreement and the Notes, including all covenants herein and therein contained, in which case such successor or acquiring corporation shall succeed to and be substituted for the Company or Masco Europe, as applicable, with the same effect as if it had been named herein as a party hereto.
(B) No disposition of assets, merger, consolidation or acquisition referred to in subsection (A) of this Section shall be permitted if, immediately after giving effect thereto, the Company would be in Default under any of the terms or provisions of this Agreement.
Consolidations, Mergers and Sale of Assets. (a) Neither the Company nor the Foreign Subsidiary Borrower will directly or indirectly sell, lease, transfer or otherwise dispose of all or substantially all of its assets, or merge or consolidate with any other Person, or acquire any other Person through purchase of assets or capital stock, unless either (i) the Company or the Foreign Subsidiary Borrower, as applicable, shall be the continuing or surviving corporation or (ii) the successor or acquiring corporation (if other than the Company or the Foreign Subsidiary Borrower, as applicable) shall be a corporation organized under the laws of (x) one of the States of the United States of America in the case of a merger or consolidation of the Company, or (y) the Grand Duchy of Luxembourg in the case of a merger or consolidation of the Foreign Subsidiary Borrower, and shall assume, by a writing reasonably satisfactory in form and substance to the Required Lenders, all of the obligations of the Company or the Foreign Subsidiary Borrower, as applicable, under this Agreement, including all covenants herein and therein contained, in which case such successor or acquiring corporation shall succeed to and be substituted for the Company or the Foreign Subsidiary Borrower, as applicable, with the same effect as if it had been named herein as a party hereto.
(b) No disposition of assets, merger, consolidation or acquisition referred to in subsection (a) of this Section shall be permitted if, immediately after giving effect thereto, any Default would exist under any of the terms or provisions of this Agreement.
Consolidations, Mergers and Sale of Assets. (a) Neither the Company nor any Borrowing Subsidiary will consolidate or merge with or into any other Person or sell, lease or otherwise transfer all or substantially all of its assets to any other Person; provided that any Subsidiary may merge into the Company or a Wholly-Owned Subsidiary.
(b) The Company will not permit any other Material Subsidiary to consolidate or merge with or into any Person, or to sell, lease or otherwise transfer all or substantially all of its assets to any Person unless the surviving corporation or transferee, as the case may be, is the Company or a Wholly-Owned Subsidiary.
Consolidations, Mergers and Sale of Assets. (a) The Company will not directly or indirectly sell, lease, transfer or otherwise dispose of all or substantially all of its assets, or merge or consolidate with any other Person, or acquire any other Person through purchase of assets or capital stock, unless either (i) the Company shall be the continuing or surviving corporation or (ii) the successor or acquiring corporation (if other than the Company) shall be a corporation organized under the laws of (x) one of the States of the United States of America, and shall assume, by a writing reasonably satisfactory in form and substance to the Required Lenders, all of the obligations of the Company under this Agreement, including all covenants herein and therein contained, in which case such successor or acquiring corporation shall succeed to and be substituted for the Company with the same effect as if it had been named herein as a party hereto.
(b) No disposition of assets, merger, consolidation or acquisition referred to in subsection (a) of this Section shall be permitted if, immediately after giving effect thereto, any Default would exist under any of the terms or provisions of this Agreement.
Consolidations, Mergers and Sale of Assets. The Debtor shall not
(i) consolidate or merge, in whole or in part, with or into any other Person or (ii) sell, lease or otherwise transfer all or any substantial part of its assets to any other Person, except upon the express written consent of the Lender and through a Bankruptcy Court approved sale, the order for which shall provide that the Lender’s liens shall attach to the proceeds of such sale.
Consolidations, Mergers and Sale of Assets. (a) Neither the Company, any Borrower nor any U.S. Borrowers shall consolidate or merge with or into any Person, except that:
(i) the Company, any Borrower and any of the U.S. Borrowers may merge with any Person (other than each other) if the Company, such Borrower or such U.S. Borrower is the surviving corporation and if, immediately after such merger (and giving effect thereto), no Default shall have occurred and be continuing;
(ii) the Company, any Borrower and any of the U.S. Borrowers may merge with each other; and
Consolidations, Mergers and Sale of Assets. (a) The Company will not consolidate or merge with or into any other Person or sell, lease or otherwise transfer all or any Substantial Portion of its assets to any other Person; provided that the Company may merge with another Person
Consolidations, Mergers and Sale of Assets. (i) The Guarantor will not directly or indirectly sell, lease, transfer or otherwise dispose of all or substantially all of its assets, or merge or consolidate with any other Person, or acquire any other Person through purchase of assets or capital stock, unless either (y) the Guarantor shall be the continuing or surviving corporation or (z) the successor or acquiring corporation (if other than the Guarantor) shall be a corporation organized under the laws of one of the States of the United States of America and shall assume, by a writing satisfactory in form and substance to the Instructing Group, all of the obligations of the Guarantor under this Agreement, including all covenants herein and therein contained, in which case such successor or acquiring corporation shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a party hereto.
(ii) No disposition of assets, merger, consolidation or acquisition referred to in sub-paragraph (i) shall be permitted if, immediately after giving effect thereto, the Guarantor would be in default under any of the terms or provisions of this Agreement.
