Common use of Consolidations, Mergers or Transactions; Subsidiary Clause in Contracts

Consolidations, Mergers or Transactions; Subsidiary. The Borrower shall not be a party to any merger, consolidation, recapitalization or other exchange of Stock, or purchase, except in connection with the exercise of the purchase option contained in the Rose Terrace Lease, or otherwise acquire all or substantially all of the assets or Stock of any class of, or any other evidence of an equity interest in, or any partnership, limited liability company, or joint venture interest in (exclusive of the Texas Joint Venture), any other Person (whether in one transaction or a series of related transactions), provided, that, with prior written notice to Administrative Agent, a Borrower may merge or consolidate with, or dissolve into, another Borrower so long as the surviving entity remains a Borrower for all purposes under this Agreement and the other Financing Agreements; provided further, that, subject to the terms and conditions of the Term Loan Agreement, the Kansas Borrowers may enter into the Kansas Acquisition (as defined therein) and an Affiliated Term Loan Borrower may enter into a Permitted Acquisition (as defined therein) subject to satisfaction of all of the related conditions precedent thereto. The Borrower shall not form or establish any Subsidiary without the Administrative Agent’s prior written consent, unless each of the requirements identified on Schedule 9.3 hereto are satisfied, as reasonably determined by the Administrative Agent (exclusive of the Clinton Subsidiary and the DPH JV Subsidiary). With prior notice to Administrative Agent, Borrower may dissolve an inactive Subsidiary that does not conduct any business operations and has assets with a book value not in excess of Ten Thousand and No/100 Dollars ($10,000.00) (“Inactive Subsidiary”), provided that any assets are transferred to Parent or an existing Subsidiary which is a Borrower under this Agreement.

Consolidations, Mergers or Transactions; Subsidiary. The Borrower shall not be a party to any merger, consolidation, recapitalization or other exchange of Stock, or purchase, except in connection with the exercise of the purchase option contained in the Rose Terrace Lease, or otherwise acquire all or substantially all of the assets or Stock of any class of, or any other evidence of an equity interest in, or any partnership, limited liability company, or joint venture interest in (exclusive of the Texas Joint Venture), any other Person (whether in one transaction or a series of related transactions), provided, that, with prior written notice to Administrative Agent, a Borrower may merge or consolidate with, or dissolve into, another Borrower so long as the surviving entity remains a Borrower for all purposes under this Agreement and the other Financing Agreements; provided further, that, subject to the terms and conditions of the Term Loan Agreement, the Kansas Borrowers Xxxxxxxxxx Propco (as defined therein) and Clinton Propco (as defined therein) may enter into the Kansas Xxxxxxxxxx Acquisition (as defined therein) and Clinton Acquisition (as defined therein), respectively, an Affiliated Term Loan Borrower may enter into a Permitted Acquisition (as defined therein) subject to satisfaction of all of the related conditions precedent thereto. The Borrower shall not form or establish any Subsidiary without the Administrative Agent’s prior written consent, unless each of the requirements identified on Schedule 9.3 hereto are satisfied, as reasonably determined by the Administrative Agent (exclusive of the Clinton Subsidiary and the DPH JV Subsidiary). With prior notice to Administrative Agent, Borrower may dissolve an inactive Subsidiary that does not conduct any business operations and has assets with a book value not in excess of Ten Thousand and No/100 Dollars ($10,000.00) (“Inactive Subsidiary”), provided that any assets are transferred to Parent or an existing Subsidiary which is a Borrower under this Agreement.

Consolidations, Mergers or Transactions; Subsidiary. The Borrower shall not be a party to any merger, consolidation, recapitalization or other exchange of Stock, or purchase, except in connection with the exercise of the purchase option contained in the Rose Terrace Lease, or otherwise acquire all or substantially all of the assets or Stock of any class of, or any other evidence of an equity interest in, or any partnership, limited liability company, or joint venture interest in (exclusive of the Texas Joint Venture)in, any other Person (whether in one transaction or a series of related transactions), provided, that, with prior written notice to Administrative Agent, a Borrower may merge or consolidate with, or dissolve into, another Borrower so long as the surviving entity remains a Borrower for all purposes under this Agreement and the other Financing Agreements; provided further, that, subject to the terms and conditions of the Affiliate Term Loan Agreement, the Kansas Borrowers Xxxxxxxxxx Propco (as defined therein), Clinton Propco (as defined therein) and Selma Propco (as defined therein) may enter into the Kansas Xxxxxxxxxx Acquisition (as defined therein), Clinton Acquisition (as defined therein) and Selma Acquisition (as defined therein), respectively, an Affiliated Affiliate Term Loan Borrower or Affiliate Revolving Loan Borrower may enter into a Permitted Acquisition (as defined therein) subject to satisfaction of all of the related conditions precedent thereto. The Borrower shall not form or establish any Subsidiary without the Administrative Agent’s prior written consent, unless each of the requirements identified on Schedule 9.3 hereto are satisfied, as reasonably determined by the Administrative Agent (exclusive of the Clinton Subsidiary and the DPH JV Subsidiary)Agent. With prior notice to Administrative Agent, Borrower may dissolve an inactive Subsidiary that does not conduct any business operations and has assets with a book value not in excess of Ten Thousand and No/100 Dollars ($10,000.00) (“Inactive Subsidiary”), provided that any assets are transferred to Parent or an existing Subsidiary which is a Borrower under this Agreement.