Common use of Corporate Existence; Mergers Clause in Contracts

Corporate Existence; Mergers. The Borrower shall preserve and maintain in full force and effect its corporate existence and rights and those of its Subsidiaries, and not merge or 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 acquire all or substantially all of the assets of, any Person or permit any of its Subsidiaries to do so, except that (v) any Subsidiary of the Borrower other than a Specified Subsidiary may merge or consolidate with or into the Borrower if the surviving entity is the Borrower, or transfer assets to, or acquire assets of the Borrower so long as such assets do not constitute all or substantially all of the assets of the Borrower, (w) any Subsidiary of the Borrower other than a Specified Subsidiary may merge or consolidate with or into, or transfer assets to, or acquire assets of, any other Subsidiary of the Borrower other than a Specified Subsidiary, (x) the Borrower and its Subsidiaries may acquire all or substantially all of the assets of any Person if the surviving entity is the Borrower or such Subsidiary, as the case may be, (y) any Specified Subsidiary may merge or consolidate with or into, or transfer assets to, the Borrower or any of its Subsidiaries, provided that the Borrower or such Subsidiary other than a Specified Subsidiary is the surviving entity and (z) the Borrower may cause the change of its jurisdiction by way of merger or otherwise, upon consent of the Majority Lenders, which consent shall not unreasonably be denied. Notwithstanding the foregoing, neither Windstar Sail Cruises Ltd., nor any of its Subsidiaries shall (y) acquire any of the assets of the Borrower or any of its other Subsidiaries or (z) merge or consolidate with or into the Borrower or any of its other Subsidiaries unless the resulting entity is the Borrower or one of the Borrower's Subsidiaries other than Windstar Sail Cruises Ltd. or any of its Subsidiaries.

Corporate Existence; Mergers. The Borrower shall preserve and maintain in full force and effect its corporate existence and rights and those of its Subsidiaries, and not merge or 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 acquire all or substantially all of the assets of, any Person or permit any of its Subsidiaries to do so, except that (v) any Subsidiary of the Borrower other than a Specified Subsidiary may merge or consolidate with or into the Borrower if the surviving entity is the Borrower, or transfer assets to, or acquire assets of the Borrower so long as such assets do not constitute all or substantially all of the assets of the Borrower, (w) any Subsidiary of the Borrower other than a Specified Subsidiary may merge or consolidate with or into, or transfer assets to, or acquire assets of, any other Subsidiary of the Borrower other than a Specified Subsidiary, (x) the Borrower and its Subsidiaries may acquire all or substantially all of the assets of any Person if the surviving entity is the Borrower or such Subsidiary, as the case may be, (y) any Specified Subsidiary may merge or consolidate with or into, or transfer assets to, the Borrower or any of its Subsidiaries, provided that the Borrower or such Subsidiary other than a Specified Subsidiary is the surviving entity and (z) the Borrower may cause the change of its jurisdiction by way of merger or otherwise, upon consent of the Majority Lenders, which consent shall not unreasonably be denied; provided, further, SCC (as therein defined) may be dissolved by appropriate proceedings as set forth in the March 30, 1990 Loan Agreement. Notwithstanding the foregoing, neither Windstar Sail Cruises Ltd., Carnival's Crystal Palace Hotel Corporation Limited nor any of its their respective Subsidiaries shall (y) acquire any of the assets of the Borrower or any of its other Subsidiaries or (z) merge or consolidate with or into the Borrower or any of its other Subsidiaries unless the resulting entity is the Borrower or one of the Borrower's Subsidiaries other than Windstar Sail Cruises Ltd. or any of its Subsidiaries or Carnival's Crystal Palace Hotel Corporation Limited or any of its Subsidiaries.

Corporate Existence; Mergers. (i) The Borrower shall preserve and maintain in full force and effect its corporate existence and rights and those of its Subsidiaries, and not merge or 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 acquire all or substantially all of the assets of, any Person or permit any of its Subsidiaries to do so, except that (vw) any Subsidiary (other than the Guarantors) of the Borrower other than a Specified Subsidiary may merge or consolidate with or into the Borrower if the surviving entity is the Borrower, or transfer assets to, or acquire assets of the Borrower so long as such assets do not constitute all or substantially all of the assets of the Borrower, (wx) any Subsidiary (other than the Guarantors) of the Borrower other than a Specified Subsidiary may merge or consolidate with or into, or transfer assets to, or acquire assets of, any other Subsidiary of the Borrower other than a Specified SubsidiaryBorrower, (xy) the Borrower and its Subsidiaries (other than the Guarantors) may acquire all or substantially all of the assets of any Person if the surviving entity is the Borrower or such Subsidiary, as the case may be, (y) any Specified Subsidiary may merge or consolidate with or into, or transfer assets to, the Borrower or any of its Subsidiaries, provided that the Borrower or such Subsidiary other than a Specified Subsidiary is the surviving entity and (z) the Borrower may cause the change of its jurisdiction by way of merger or otherwise, upon consent of the Majority Lenders, which consent shall not unreasonably be denied. Notwithstanding the foregoing, neither Windstar Sail Cruises Ltd., nor any of its Subsidiaries shall (y) acquire any of the assets of the Borrower or any of its other Subsidiaries or (z) merge or consolidate with any Persons and any Person may, acquire all of the assets of, the Borrower, provided however with respect to (z), (1) that no Default or into Event of Default has occurred and is continuing or would result upon giving effect to any such merger, consolidation or acquisition, (2) the surviving entity shall by an instrument in writing satisfactory to the Agent and the Lenders, assume all of the obligations of the Borrower under this Agreement and appropriate amendments shall be executed and delivered respecting the Loan Documents as the Agent reasonably may request, and (3) upon request, the Borrower and the Guarantors shall deliver or cause to be delivered opinions of counsel in form and substance, and by counsel, satisfactory to the Agent and the Lenders with respect to such matters referred to above and the continuing validity and priority of the Security Documents and such other instruments and things as the Agent may reasonably require, and provided further that no such merger, consolidation or acquisition shall be permitted if, in the sole reasonable opinion of the Agent and the Lenders, such merger, consolidation or acquisition will, or may be reasonably expected to, materially, adversely affect the rights or remedies of the Agent or Lenders under the Loan Documents, the value of any Collateral, or will be or may otherwise reasonably be expected to be, materially disadvantageous to the Agent or any of its other Subsidiaries unless the resulting entity is the Borrower or one of the Borrower's Subsidiaries other than Windstar Sail Cruises Ltd. or any of its SubsidiariesLender.

Corporate Existence; Mergers. The Borrower Each of the Borrowers and the Guarantor shall preserve and maintain in full force and effect its corporate existence and rights and those of its Subsidiariessubsidiaries, and not merge or 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 acquire all or substantially all of the assets of, any Person or permit any of its Subsidiaries subsidiaries to do so, except that (v) any Subsidiary subsidiary of any Borrower or the Borrower other than a Specified Subsidiary Guarantor may merge or consolidate with or into any Borrower or the Borrower Guarantor if the surviving entity is such Borrower or the BorrowerGuarantor, or transfer assets to, or acquire assets of such Borrower or the Borrower Guarantor so long as such assets do not constitute all or substantially all of the assets of such Borrower or the BorrowerGuarantor unless the acquiring entity is a Borrower or the Guarantor, as the case may be, (w) any Subsidiary subsidiary of any Borrower or the Borrower other than a Specified Subsidiary Guarantor may merge or consolidate with or into, or transfer assets to, or acquire assets of, any other Subsidiary subsidiary of any Borrower or the Borrower other than a Specified SubsidiaryGuarantor, (x) any Borrower, the Borrower Guarantor and its Subsidiaries their respective subsidiaries may acquire all or substantially all of the assets of any Person if the surviving entity is such Borrower, the Borrower Guarantor or such Subsidiarysubsidiary, as the case may be, and (y) any Specified Subsidiary may merge or consolidate with or into, or transfer assets to, the Borrower or any of its Subsidiaries, provided that the Borrower or such Subsidiary other than a Specified Subsidiary is the surviving entity and (z) the Borrower Guarantor may cause the change of its jurisdiction by way of merger or otherwise, upon consent of the Majority Required Lenders, which consent shall not unreasonably be denied. Notwithstanding the foregoing, neither Windstar Sail Cruises Ltd., nor any of its Subsidiaries shall (y) acquire any of the assets of the Borrower or any of its other Subsidiaries or (z) merge or consolidate with or into the Borrower or any of its other Subsidiaries unless the resulting entity is the Borrower or one of the Borrower's Subsidiaries other than Windstar Sail Cruises Ltd. or any of its Subsidiaries.

Corporate Existence; Mergers. The Borrower shall preserve and maintain in full force and effect its corporate existence and rights and those of its Subsidiaries, and not merge or 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 acquire all or substantially all of the assets of, any Person or permit any of its Subsidiaries to do so, except that (v) any Subsidiary of the Borrower other than a Specified Subsidiary may merge or consolidate with or into the Borrower if the surviving entity is the Borrower, or transfer assets to, or acquire assets of the Borrower so long as such assets do not constitute all or substantially all of the assets of the Borrower, (w) any Subsidiary of the Borrower other than a Specified Subsidiary may merge or consolidate with or into, or transfer assets to, or acquire assets of, any other Subsidiary of the Borrower other than a Specified Subsidiary, (x) the Borrower and its Subsidiaries may acquire all or substantially all of the assets of any Person if the surviving entity is the Borrower or such Subsidiary, as the case may be, (y) any Specified Subsidiary may merge or consolidate with or into, or transfer assets to, the Borrower or any of its Subsidiaries, provided that the Borrower or such Subsidiary other than a Specified Subsidiary is the surviving entity and (z) the Borrower may cause the change of its jurisdiction by way of merger or otherwise, upon consent of the Majority Lenders, which consent shall not unreasonably be denied; provided, further, SCC Swedish Cruiseship Consortium K.B. may be dissolved by appropriate proceedings. Notwithstanding the foregoing, neither Windstar Sail Cruises Ltd., Carnival's Crystal Palace Hotel Corporation Limited nor any of its their respective Subsidiaries shall (y) acquire any of the assets of the Borrower or any of its other Subsidiaries or (z) merge or consolidate with or into the Borrower or any of its other Subsidiaries unless the resulting entity is the Borrower or one of the Borrower's Subsidiaries other than Windstar Sail Cruises Ltd. or any of its Subsidiaries or Carnival's Crystal Palace Hotel Corporation Limited or any of its Subsidiaries.