Common use of Consolidations, Mergers or Acquisitions Clause in Contracts

Consolidations, Mergers or Acquisitions. None of the Borrower nor any of its Subsidiaries shall recapitalize or consolidate with, merge with, or otherwise acquire all or substantially all of the assets or properties of any other Person; provided, however, that (a) any Subsidiary of the Borrower shall be permitted to consolidate or merge with (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person or (ii) any one or more other Subsidiaries of the Borrower, provided, that, in the event of a consolidation or merger with a Loan Party, the Loan Party shall be the continuing or surviving Person, and (b) the Borrower may make acquisitions, so long as no Default or Matured Default is then continuing or would occur as a result of such transaction, the Funded Debt to EBITDA Ratio on a pro forma basis after giving effect to such acquisition (based on assumptions and projections acceptable to the Agent) shall not exceed 2.50 to 1.00 and the Borrower shall otherwise be in pro forma compliance (based on assumptions and projections acceptable to the Agent) with the financial covenants set forth in Sections 9.16 and 9.18.

Consolidations, Mergers or Acquisitions. None of the Borrower nor any of its Subsidiaries shall recapitalize or consolidate with, merge with, or otherwise acquire all or substantially all of the assets or properties of any other Person, other than the Permitted PA Restructuring; provided, however, that (a) PA Newco and any Subsidiary of the Borrower shall be permitted to consolidate or merge with (i) the BorrowerNational Beef, provided that the Borrower National Beef shall be the continuing or surviving Person or (ii) any one or more other Subsidiaries of the Borrower, provided, that, in the event of a consolidation or merger with a Loan Party, the Loan Party shall be the continuing or surviving Person, and (b) the Borrower may make acquisitions, so long as no Default or Matured Default is then continuing or would occur as a result of such transaction, the Funded Debt to EBITDA Ratio on a pro forma basis after giving effect to such acquisition (based on assumptions and projections acceptable to the Agent) shall not exceed 2.50 to 1.00 and the Borrower shall otherwise be in pro forma compliance (based on assumptions and projections acceptable to the Agent) with the financial covenants set forth in Sections 9.16 and 9.18.covenants

Consolidations, Mergers or Acquisitions. None of the Borrower nor any of its Subsidiaries shall recapitalize or consolidate with, merge with, or otherwise acquire all or substantially all of the assets or properties of any other Person, other than the Permitted PA Restructuring; provided, however, that (a) PA Newco and any Subsidiary of the Borrower shall be permitted to consolidate or merge with (i) the BorrowerNational Beef, provided that the Borrower National Beef shall be the continuing or surviving Person or (ii) any one or more other Subsidiaries of the Borrower, provided, that, in the event of a consolidation or merger with a Loan Party, the Loan Party shall be the continuing or surviving Person, and (b) the Borrower may make acquisitions, so long as no Default or Matured Default is then continuing or would occur as a result of such transaction, the Funded Debt to EBITDA Ratio on a pro forma basis after giving effect to such acquisition (based on assumptions and projections acceptable to the Agent) shall not exceed 2.50 to 1.00 and the Borrower shall otherwise be in pro forma compliance (based on assumptions and projections acceptable to the Agent) with the financial covenants set forth in Sections 9.16 and 9.18. For the avoidance of doubt, no conversion or reclassification of the Borrower’s or any of its Subsidiaries’ membership interests in connection with the Leucadia Transaction shall be deemed to be a recapitalization for purposes of this Agreement.