Fundamental Changes and Acquisitions. Such Obligor will not, and will not permit any of its Subsidiaries to, (i) enter into any transaction of merger, amalgamation or consolidation, (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), (iii) sell or issue any of its Disqualified Equity Interests or (iv) other than Permitted Acquisitions and any Acquisition permitted by Section 9.05(a) or Section 9.05(s), make any Acquisition or otherwise acquire any business or substantially all the property from, or Equity Interests of, or be a party to any Acquisition of, any Person, except: (a) the merger, amalgamation or consolidation or liquidation of any (i) Subsidiary with or into any Obligor; provided that with respect to any such transaction involving (x) the Borrower, the Borrower must be the surviving or successor entity of such transaction or (y) any other Obligor, an Obligor must be the surviving or successor entity of such transaction or the surviving Person shall concurrently therewith become an Obligor or (ii) any Subsidiary that is not a Subsidiary Guarantor with or into any other Subsidiary that is not a Subsidiary Guarantor; (b) the sale, lease, transfer or other disposition by (i) any Subsidiary of any or all of its property (upon voluntary liquidation or otherwise) to any Obligor or to any entity that concurrently therewith shall become an Obligor or (ii) any Subsidiary that is not an Obligor of any or all of its property (upon voluntary liquidation or otherwise) to any other Subsidiary that is not an Obligor; (c) the sale, transfer or other disposition of the Equity Interests of (i) any Subsidiary to any Obligor or, (ii) any Subsidiary that is not an Obligor to other Subsidiary that is not an Obligor; (d) mergers, amalgamations or consolidations of any Subsidiary to effectuate any Asset Sales permitted under Section 9.09; provided that such merger, amalgamation or consolidation does not include the Borrower; (e) in connection with any Permitted Acquisition or other Investment permitted under Section 9.05, any Obligor or any of its Subsidiaries may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it, so long as (i) the Person surviving such merger with any Subsidiary shall be a direct or indirect wholly-owned Subsidiary of the Borrower, (ii) in the case of any such merger to which the Borrower is a party, the Borrower is the surviving Person, and (iii) in the case of any such merger to which a Subsidiary Guarantor is a party, the surviving Person is such Subsidiary Guarantor or concurrently therewith becomes a Subsidiary Guarantor; and (f) any Subsidiary may dissolve, liquidate or wind up its affairs at any time, provided, that, such dissolution, liquidation or winding up could not reasonably be expected to have a Material Adverse Effect and all of such Subsidiary’s assets and business are transferred to an Obligor or solely in the case of a Subsidiary that is not an Obligor, another Subsidiary that is not an Obligor prior to or concurrently with such dissolution, liquidation or winding up.
Appears in 2 contracts
Samples: Credit Agreement (Seres Therapeutics, Inc.), Credit Agreement (scPharmaceuticals Inc.)
Fundamental Changes and Acquisitions. Such Obligor will not(a) Merge, dissolve, liquidate, consolidate with or into another Person, or 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 in favor of any Person, except that, so long as (x) no Default or Event of Default has occurred and will not permit is continuing or would result therefrom and (y) the Borrower and its Consolidated Subsidiaries shall be in compliance with Section 7.17 after giving effect to such transaction on a Pro Forma Basis:
(i) the Borrower may merge or consolidate with any of its Wholly-Owned Subsidiaries; provided that (A) the Borrower shall be the continuing or surviving Person, and (B) the Loan Parties shall cause to be delivered such documents, instruments and certificates as to cause the Loan Parties to be in compliance with the terms of Sections 6.11 and 6.12;
(ii) any Wholly-Owned Subsidiary of the Borrower may be party to a transaction of merger or consolidation with a Wholly-Owned Subsidiary of the Borrower; provided that (A) if one of such Subsidiaries tois a Loan Party, such Loan Party shall be the continuing or surviving Person, and (B) the Loan Parties shall cause to be delivered such documents, instruments and certificates as to cause the Loan Parties to be in compliance with the terms of Sections 6.11 and 6.12;
(iii) a Subsidiary may be a party to a transaction of merger or consolidation with a Person other than the Borrower or any Subsidiary of the Borrower; provided that (A) the surviving entity shall be a Wholly-Owned Subsidiary of the Borrower, and (B) the transaction shall otherwise constitute a Permitted Acquisition;
(iv) the Borrower may be a party to a transaction of merger or consolidation with a Person other than a Subsidiary of the Borrower in order to effect an Acquisition; provided, that, (A) the surviving entity shall be the Borrower and (B) such Acquisition shall otherwise comply with clauses (a), (b), (c), (d), (e), (f), (g) and (i)(1) of the definition of “Permitted Acquisition”.
(v) a Subsidiary may enter into a Disposition permitted under Sections 7.05(d), (e), (f) and (k);
(vi) the Borrower may enter into a Disposition permitted under Sections 7.05(d), (e), (f) and (k);
(vii) an Excluded Subsidiary may be voluntarily dissolved or liquidated into any other Subsidiary;
(viii) any domestic Excluded Subsidiary may merge or consolidate into any other domestic Excluded Subsidiary;
(ix) any Foreign Subsidiary may merge or consolidate into any other Foreign Subsidiary; and
(x) any Subsidiary of the Borrower may transfer a Foreign Subsidiary to any other Subsidiary of the Borrower.
(b) Make or permit any Subsidiary to make any Acquisition other than (i) enter into any transaction of merger, amalgamation or consolidationa Permitted Acquisition, (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolutionan Acquisition permitted by Section 7.04(a), (iii) sell or issue any of its Disqualified Equity Interests an Investment permitted by Section 7.02(l) that constitutes an Acquisition or (iv) other than Permitted Acquisitions and any Acquisition permitted by Section 9.05(a) or Section 9.05(s), make any Acquisition or otherwise acquire any business or substantially all the acquisition of intellectual property from, or Equity Interests of, or be a party to any Acquisition of, any Person, except:
(a) the merger, amalgamation or consolidation or liquidation of any (i) Subsidiary with or into any Obligor; provided that with respect to any such transaction involving (x) the Borrower, the Borrower must be the surviving or successor entity of such transaction or (y) any other Obligor, an Obligor must be the surviving or successor entity of such transaction or the surviving Person shall concurrently therewith become an Obligor or (ii) any Subsidiary that is not a Subsidiary Guarantor with or into any other Subsidiary that is not a Subsidiary Guarantor;
(b) the sale, lease, transfer or other disposition by (i) any Subsidiary of any or all of its property (upon voluntary liquidation or otherwise) to any Obligor or to any entity that concurrently therewith shall become an Obligor or (ii) any Subsidiary that is not an Obligor of any or all of its property (upon voluntary liquidation or otherwise) to any other Subsidiary that is not an Obligor;
(c) the sale, transfer or other disposition of the Equity Interests of (i) any Subsidiary to any Obligor or, (ii) any Subsidiary that is not an Obligor to other Subsidiary that is not an Obligor;
(d) mergers, amalgamations or consolidations of any Subsidiary to effectuate any Asset Sales permitted under Section 9.09; provided that such merger, amalgamation or consolidation does not include the Borrower;
(e) in connection with any Permitted Acquisition or other Investment permitted under Section 9.05, any Obligor or any of its Subsidiaries may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it, so long as (i) the Person surviving such merger with any Subsidiary shall be a direct or indirect wholly-owned Subsidiary of the Borrower, (ii) in the case ordinary course of any such merger to which the Borrower is a party, the Borrower is the surviving Person, and (iii) in the case of any such merger to which a Subsidiary Guarantor is a party, the surviving Person is such Subsidiary Guarantor or concurrently therewith becomes a Subsidiary Guarantor; and
(f) any Subsidiary may dissolve, liquidate or wind up its affairs at any time, provided, that, such dissolution, liquidation or winding up could not reasonably be expected to have a Material Adverse Effect and all of such Subsidiary’s assets and business are transferred to that constitutes an Obligor or solely in the case of a Subsidiary that is not an Obligor, another Subsidiary that is not an Obligor prior to or concurrently with such dissolution, liquidation or winding upAcquisition.
Appears in 2 contracts
Samples: Credit Agreement (Integra Lifesciences Holdings Corp), Credit Agreement (Integra Lifesciences Holdings Corp)
Fundamental Changes and Acquisitions. Such Obligor The Company will not, and nor will not it permit any of its the Subsidiaries to, (i) enter into any transaction of mergermerger or consolidation or amalgamation, amalgamation or consolidation, (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution). The Company will not, (iii) sell or issue nor will it permit any of its Disqualified Equity Interests or (iv) other than Permitted Acquisitions and any Acquisition permitted by Section 9.05(a) or Section 9.05(s)the Subsidiaries to, make any Acquisition or otherwise acquire any business from or substantially all or any significant part of the property fromProperty of, or Equity Interests all or any significant part of the capital stock of, or be a party to any Acquisition acquisition of, any Person, except. Notwithstanding the foregoing:
(a) the merger, amalgamation any Subsidiary may be merged or consolidation consolidated with or liquidation of any into: (i) Subsidiary with or into any Obligor; provided that with respect to any Borrower if such transaction involving (x) the Borrower, the Borrower must shall be the continuing or surviving or successor entity of such transaction or (y) any other Obligor, an Obligor must be the surviving or successor entity of such transaction or the surviving Person shall concurrently therewith become an Obligor corporation or (ii) any Subsidiary other Subsidiary; provided that is not if any such transaction shall be between a Subsidiary Guarantor with and a Wholly-Owned Subsidiary, the Wholly-Owned Subsidiary shall be the continuing or into any other Subsidiary that is not a Subsidiary Guarantorsurviving corporation;
(b) the saleduring any Investment Grade Rating Period, lease, transfer any Borrower or any Subsidiary may merge or consolidate with any other disposition by Person if (i) any Subsidiary in the case of a merger or consolidation of any or all of its property (upon voluntary liquidation or otherwise) to Borrower, such Borrower is the surviving corporation and, in any Obligor or to any entity that concurrently therewith shall become an Obligor or other case, the surviving corporation is a Wholly-Owned Subsidiary and (ii) any Subsidiary that is not an Obligor of any or all of its property (upon voluntary liquidation or otherwise) to any other Subsidiary that is not an Obligorafter giving effect thereto no Default would exist;
(c) the sale, transfer or other disposition of Borrowers may consummate the Equity Interests of (i) any Subsidiary to any Obligor or, (ii) any Subsidiary that is not an Obligor to other Subsidiary that is not an Obligor;Acquisition and the related Transactions; and
(d) mergers, amalgamations or consolidations of any Subsidiary to effectuate any Asset Sales permitted under Section 9.09; provided that such merger, amalgamation or consolidation does not include the Borrower;
(e) in connection with any Permitted Acquisition or other Investment permitted under Section 9.05, any Obligor Company or any of its the Subsidiaries may merge into acquire the business of, or consolidate all or any significant part of the Property of, or all or any significant part of the capital stock of, or be a party to any acquisition of, any Person engaged in the same line of business as the Company and its Subsidiaries, taken as a whole, or a related line of business (whether directly or through the merger of a Wholly-Owned Subsidiary with any other Person or permit any other Person that Person) subject to merge into or consolidate with it, so long as the following:
(i) at the Person surviving time of such merger with any Subsidiary shall be a direct or indirect wholly-owned Subsidiary of the Borrower, (ii) in the case of any such merger to which the Borrower is a party, the Borrower is the surviving Personacquisition, and (iii) in the case of any such merger to which a Subsidiary Guarantor is a partyafter giving effect thereto, the surviving Person is such Subsidiary Guarantor or concurrently therewith becomes a Subsidiary Guarantorno Default shall exist; and
(fii) any Subsidiary may dissolveif the sum of (A) the aggregate value of the consideration to be paid in such acquisition and (B) the aggregate value of the consideration paid in all prior acquisitions that shall have been completed since the most recent fiscal quarter end of the Company shall exceed $150,000,000, liquidate the Company shall have delivered a certificate of a senior accounting or wind up its affairs financial officer of the Company to the Co-Administrative Agents prior to such acquisition demonstrating compliance with Sections 6.08, 6.09 and 6.10 on a pro forma basis as if such acquisition and all such prior acquisitions had occurred at any time, provided, the beginning of the most recently ended period of four consecutive fiscal quarters of the Company; provided that, such dissolution, liquidation or winding up could not reasonably be expected to have a Material Adverse Effect and all of such Subsidiary’s assets and business are transferred to an Obligor or solely in the case of a Subsidiary that during any period which is not an ObligorInvestment Grade Rating Period, another Subsidiary that is not an Obligor prior to or concurrently with and notwithstanding the provisions of clause (i) above, the consideration for any such dissolution, liquidation or winding upacquisition shall consist exclusively of Equity of the Company.
Appears in 1 contract
Samples: Revolving Credit Agreement (NNG Inc)
Fundamental Changes and Acquisitions. Such Obligor will not(a) Merge, and will not permit any dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Subsidiaries toassets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:
(i) enter into any transaction of merger, amalgamation or consolidation, (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), (iii) sell or issue any of its Disqualified Equity Interests or (iv) other than Permitted Acquisitions and any Acquisition permitted by Section 9.05(a) or Section 9.05(s), make any Acquisition or otherwise acquire any business or substantially all the property from, or Equity Interests of, or be a party to any Acquisition of, any Person, except:
(a) the merger, amalgamation or consolidation or liquidation of any (i) Subsidiary each Consolidated Borrower Party may merge with or into any Obligor; provided that consolidate with respect to any such transaction involving (x) the Borrower, the Borrower must be the surviving or successor entity of such transaction or (y) any other Obligor, an Obligor must be the surviving or successor entity of such transaction or the surviving Person shall concurrently therewith become an Obligor or Consolidated Borrower Party;
(ii) any Subsidiary Consolidated Borrower Party may be party to a transaction of merger or consolidation with any other Person in connection with a Permitted Acquisition of such Person; provided that (A) the continuing or Surviving Person shall be a Consolidated Borrower Party and (B) if such Consolidated Borrower Party is not the continuing or surviving Person, such continuing or surviving Person shall be a Subsidiary Guarantor Consolidated Borrower Party and shall have complied with or into any other Subsidiary that is not a Subsidiary Guarantorthe terms of Sections 6.11 and 6.12;
(biii) in connection with a Permitted Restructuring Transaction, Holdings, Southwest and/or Southwest II may merge or consolidate with the saleSurviving Parent, leaseany Additional Intermediate Holding Company a party to such Permitted Restructuring Transaction, transfer or other disposition by (i) any Subsidiary of any Holdings, Southwest or all of its property (upon voluntary liquidation or otherwise) to any Obligor or to any entity that concurrently therewith shall become an Obligor or (ii) any Subsidiary that is not an Obligor of any or all of its property (upon voluntary liquidation or otherwise) to any other Subsidiary that is not an Obligor;
(c) the sale, transfer or other disposition of the Equity Interests of (i) any Subsidiary to any Obligor or, (ii) any Subsidiary that is not an Obligor to other Subsidiary that is not an Obligor;
(d) mergers, amalgamations or consolidations of any Subsidiary to effectuate any Asset Sales permitted under Section 9.09Southwest II; provided that such merger, amalgamation or consolidation does not include the Borrower;
(eA) in connection with any such Restructuring Transaction the Surviving Parent and any such Intermediate Holding Company enter into a Second Lien Joinder Agreement and agree to the terms of this Agreement as a Guarantor hereunder; (B) no Change of Control shall have occurred and be continuing or would result; and (C) no other Event of Default shall have occurred and be continuing or would result; and
(iv) a Restricted Subsidiary of Holdings may enter into a transaction of merger or consolidation in connection with a Disposition permitted under Section 7.05(d), (e) or (f).
(b) Permit any Loan Party to make any Acquisition, unless:
(i) in the case of an acquisition of Equity Interests of another Person, after giving effect to such acquisition,
(A) if the Acquisition is not of a controlling interest in the subject Person such that after giving effect thereto the subject Person will not be a Subsidiary, then only if such Acquisition would be permitted as an Investment under Section 7.02; and
(B) if the Acquisition is of a controlling interest in the subject Person such that after giving effect thereto the subject Person will be a Subsidiary, then only if such Acquisition constitutes a Permitted Acquisition or other Investment permitted under Section 9.05, any Obligor or any of its Subsidiaries may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it, so long as (i) the Person surviving such merger with any Subsidiary shall be a direct or indirect wholly-owned Subsidiary of the Borrower, Permitted Asset Exchange; and
(ii) in the case of an Acquisition of all or any such merger to which substantial portion of the Borrower is a party, the Borrower is the surviving Property (other than Equity Interests) of another Person, and (iii) in the case of any then only if such merger to which Acquisition will constitute a Subsidiary Guarantor is a party, the surviving Person is such Subsidiary Guarantor Permitted Acquisition or concurrently therewith becomes a Subsidiary Guarantor; and
(f) any Subsidiary may dissolve, liquidate or wind up its affairs at any time, provided, that, such dissolution, liquidation or winding up could not reasonably be expected to have a Material Adverse Effect and all of such Subsidiary’s assets and business are transferred to an Obligor or solely in the case of a Subsidiary that is not an Obligor, another Subsidiary that is not an Obligor prior to or concurrently with such dissolution, liquidation or winding upPermitted Asset Exchanges.
Appears in 1 contract
Samples: Second Lien Loan Agreement (Valor Communications Group Inc)
Fundamental Changes and Acquisitions. Such Obligor The Company will not, and nor will not it permit any of its the Subsidiaries to, (i) enter into any transaction of mergermerger or consolidation or amalgamation, amalgamation or consolidation, (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution). The Company will not, (iii) sell or issue nor will it permit any of its Disqualified Equity Interests or (iv) other than Permitted Acquisitions and any Acquisition permitted by Section 9.05(a) or Section 9.05(s)the Subsidiaries to, make any Acquisition or otherwise acquire any business from or substantially all or any significant part of the property fromProperty of, or Equity Interests all or any significant part of the capital stock of, or be a party to any Acquisition acquisition of, any Person, except. Notwithstanding the foregoing:
(a) the merger, amalgamation any Subsidiary may be merged or consolidation consolidated with or liquidation of any into: (i) Subsidiary with or into any Obligor; provided that with respect to any Borrower if such transaction involving (x) the Borrower, the Borrower must shall be the continuing or surviving or successor entity of such transaction or (y) any other Obligor, an Obligor must be the surviving or successor entity of such transaction or the surviving Person shall concurrently therewith become an Obligor corporation or (ii) any Subsidiary other Subsidiary; provided that is not if any such transaction shall be between a Subsidiary Guarantor with and a Wholly-Owned Subsidiary, the Wholly-Owned Subsidiary shall be the continuing or into any other Subsidiary that is not a Subsidiary Guarantorsurviving corporation;
(b) the saleduring any Investment Grade Rating Period, lease, transfer any Borrower or any Subsidiary may merge or consolidate with any other disposition by Person if (i) any Subsidiary in the case of a merger or consolidation of any or all of its property (upon voluntary liquidation or otherwise) to Borrower, such Borrower is the surviving corporation and, in any Obligor or to any entity that concurrently therewith shall become an Obligor or other case, the surviving corporation is a Wholly-Owned Subsidiary and (ii) any Subsidiary that is not an Obligor of any or all of its property (upon voluntary liquidation or otherwise) to any other Subsidiary that is not an Obligorafter giving effect thereto no Default would exist;
(c) the sale, transfer or other disposition of Borrowers may consummate the Equity Interests of (i) any Subsidiary to any Obligor or, (ii) any Subsidiary that is not an Obligor to other Subsidiary that is not an Obligor;Acquisition and the related Transactions; and
(d) mergers, amalgamations or consolidations of any Subsidiary to effectuate any Asset Sales permitted under Section 9.09; provided that such merger, amalgamation or consolidation does not include the Borrower;
(e) in connection with any Permitted Acquisition or other Investment permitted under Section 9.05, any Obligor Company or any of its the Subsidiaries may merge into acquire the business of, or consolidate all or any significant part of the Property of, or all or any significant part of the capital stock of, or be a party to any acquisition of, any Person engaged in the same line of business as the Company and its Subsidiaries, taken as a whole, or a related line of business (whether directly or through the merger of a Wholly-Owned Subsidiary with any other Person or permit any other Person that Person) subject to merge into or consolidate with it, so long as the following:
(i) at the Person surviving time of such merger with any Subsidiary shall be a direct or indirect wholly-owned Subsidiary of the Borrower, (ii) in the case of any such merger to which the Borrower is a party, the Borrower is the surviving Personacquisition, and (iii) in the case of any such merger to which a Subsidiary Guarantor is a partyafter giving effect thereto, the surviving Person is such Subsidiary Guarantor or concurrently therewith becomes a Subsidiary Guarantorno Default shall exist; and
(fii) any Subsidiary may dissolveif the sum of (A) the aggregate value of the consideration to be paid in such acquisition and (B) the aggregate value of the consideration paid in all prior acquisitions that shall have been completed since the most recent fiscal quarter end of the Company shall exceed $150,000,000, liquidate the Company shall have delivered a certificate of a senior accounting or wind up its affairs financial officer of the Company to the 49 Co-Administrative Agents prior to such acquisition demonstrating compliance with Sections 6.08, 6.09 and 6.10 on a pro forma basis as if such acquisition and all such prior acquisitions had occurred at any time, provided, the beginning of the most recently ended period of four consecutive fiscal quarters of the Company; provided that, such dissolution, liquidation or winding up could not reasonably be expected to have a Material Adverse Effect and all of such Subsidiary’s assets and business are transferred to an Obligor or solely in the case of a Subsidiary that during any period which is not an ObligorInvestment Grade Rating Period, another Subsidiary that is not an Obligor prior to or concurrently with and notwithstanding the provisions of clause (i) above, the consideration for any such dissolution, liquidation or winding upacquisition shall consist exclusively of Equity of the Company.
Appears in 1 contract
Fundamental Changes and Acquisitions. Such Obligor will not(a) Merge, dissolve, liquidate, consolidate with or into another Person, or 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 in favor of any Person, except that, so long as (x) no Default or Event of Default has occurred and is continuing or would result therefrom (except that in the case of a Permitted Acquisition, no Default or Event of Default has occurred and is continuing as of the date the applicable purchase agreement became effective, and will not permit as of the date of the consummation of such Permitted Acquisition no Event of Default under Sections 8.01(a), 8.01(f), 8.01(g) or 8.01(i) shall have occurred and be continuing or would result therefrom), and (y) the Borrower and its Consolidated Subsidiaries shall be in compliance with Section 7.17 after giving effect to such transaction on a Pro Forma Basis:
(i) the Borrower may merge or consolidate with any of its Wholly-Owned Subsidiaries; provided that (A) the Borrower shall be the continuing or surviving Person, and (B) the Loan Parties shall cause to be delivered such documents, instruments and certificates as to cause the Loan Parties to be in compliance with the terms of Sections 6.11 and 6.12;
(ii) any Wholly-Owned Subsidiary of the Borrower may be party to a transaction of merger or consolidation with a Wholly-Owned Subsidiary of the Borrower; provided that (A) if one of such Subsidiaries tois a Loan Party, such Loan Party shall be the continuing or surviving Person, and (B) the Loan Parties shall cause to be delivered such documents, instruments and certificates as to cause the Loan Parties to be in compliance with the terms of Sections 6.11 and 6.12;
(iii) a Subsidiary may be a party to a transaction of merger or consolidation with a Person other than the Borrower or any Subsidiary of the Borrower; provided that (A) the surviving entity shall be such Subsidiary of the Borrower, and (B) the transaction shall otherwise constitute a Permitted Acquisition;
(iv) the Borrower may be a party to a transaction of merger or consolidation with a Person other than a Subsidiary of the Borrower in order to effect an Acquisition; provided, that, (A) the surviving entity shall be the Borrower and (B) such Acquisition shall otherwise comply with clauses (a), (b), (c), (d), (e) and (f) of the definition of “Permitted Acquisitions.”
(v) a Subsidiary may enter into a Disposition permitted under Sections 7.05(d), (e), (f), (k) and (p);
(vi) the Borrower may enter into a Disposition permitted under Sections 7.05(d), (e), (f), (k) and (p);
(vii) an Excluded Subsidiary may be voluntarily dissolved or liquidated into any other Subsidiary;
(viii) a Loan Party (other than the Borrower) may be voluntarily dissolved or liquidated into any other Loan Party;
(ix) any domestic Excluded Subsidiary may merge or consolidate into any other domestic Excluded Subsidiary;
(x) any Foreign Subsidiary may merge or consolidate into any other Foreign Subsidiary; and
(xi) any Subsidiary of the Borrower may transfer a Foreign Subsidiary to any other Subsidiary of the Borrower.
(b) Make or permit any Subsidiary to make any Acquisition other than (i) enter into any transaction of merger, amalgamation or consolidationa Permitted Acquisition, (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolutionan Acquisition permitted by Section 7.04(a), (iii) sell an Investment permitted by Sections 7.02(l) or issue any of its Disqualified Equity Interests 7.02(m) that constitutes an Acquisition or (iv) other than Permitted Acquisitions and any Acquisition permitted by Section 9.05(a) or Section 9.05(s), make any Acquisition or otherwise acquire any business or substantially all the acquisition of intellectual property from, or Equity Interests of, or be a party to any Acquisition of, any Person, except:
(a) the merger, amalgamation or consolidation or liquidation of any (i) Subsidiary with or into any Obligor; provided that with respect to any such transaction involving (x) the Borrower, the Borrower must be the surviving or successor entity of such transaction or (y) any other Obligor, an Obligor must be the surviving or successor entity of such transaction or the surviving Person shall concurrently therewith become an Obligor or (ii) any Subsidiary that is not a Subsidiary Guarantor with or into any other Subsidiary that is not a Subsidiary Guarantor;
(b) the sale, lease, transfer or other disposition by (i) any Subsidiary of any or all of its property (upon voluntary liquidation or otherwise) to any Obligor or to any entity that concurrently therewith shall become an Obligor or (ii) any Subsidiary that is not an Obligor of any or all of its property (upon voluntary liquidation or otherwise) to any other Subsidiary that is not an Obligor;
(c) the sale, transfer or other disposition of the Equity Interests of (i) any Subsidiary to any Obligor or, (ii) any Subsidiary that is not an Obligor to other Subsidiary that is not an Obligor;
(d) mergers, amalgamations or consolidations of any Subsidiary to effectuate any Asset Sales permitted under Section 9.09; provided that such merger, amalgamation or consolidation does not include the Borrower;
(e) in connection with any Permitted Acquisition or other Investment permitted under Section 9.05, any Obligor or any of its Subsidiaries may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it, so long as (i) the Person surviving such merger with any Subsidiary shall be a direct or indirect wholly-owned Subsidiary of the Borrower, (ii) in the case ordinary course of any such merger to which the Borrower is a party, the Borrower is the surviving Person, and (iii) in the case of any such merger to which a Subsidiary Guarantor is a party, the surviving Person is such Subsidiary Guarantor or concurrently therewith becomes a Subsidiary Guarantor; and
(f) any Subsidiary may dissolve, liquidate or wind up its affairs at any time, provided, that, such dissolution, liquidation or winding up could not reasonably be expected to have a Material Adverse Effect and all of such Subsidiary’s assets and business are transferred to that constitutes an Obligor or solely in the case of a Subsidiary that is not an Obligor, another Subsidiary that is not an Obligor prior to or concurrently with such dissolution, liquidation or winding upAcquisition.
Appears in 1 contract
Samples: Credit Agreement (Integra Lifesciences Holdings Corp)
Fundamental Changes and Acquisitions. Such Obligor will not(a) Merge, dissolve, liquidate, consolidate with or into another Person, or 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 in favor of any Person, except that, so long as (x) no Default or Event of Default has occurred and is continuing or would result therefrom (except that in the case of a Permitted Acquisition, no Default or Event of Default has occurred and is continuing as of the date the applicable purchase agreement became effective, and will not permit as of the date of the consummation of such Permitted Acquisition no Event of Default under Sections 8.01(a), 8.01(f), 8.01(g) or 8.01(i) shall have occurred and be continuing or would result therefrom), and (y) the Borrower and its Consolidated Subsidiaries shall be in compliance with Section 7.17 after giving effect to such transaction on a Pro Forma Basis:
(i) the Borrower may merge or consolidate with any of its Subsidiaries toWholly-Owned Subsidiaries; provided that (A) the Borrower shall be the continuing or surviving Person, and (B) the Loan Parties shall cause to be delivered such documents, instruments and certificates as to cause the Loan Parties to be in compliance with the terms of Sections 6.11 and 6.12; (ii) any Wholly-Owned Subsidiary of the Borrower may be party to a transaction of merger or consolidation with a Wholly-Owned Subsidiary of the Borrower; provided that (A) if
(b) Make or permit any Subsidiary to make any Acquisition other than (i) enter into any transaction of merger, amalgamation or consolidationa Permitted Acquisition, (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolutionan Acquisition permitted by Section 7.04(a), (iii) sell an Investment permitted by Sections 7.02(l) or issue any of its Disqualified Equity Interests 7.02(m) that constitutes an Acquisition or (iv) other than Permitted Acquisitions and any Acquisition permitted by Section 9.05(a) or Section 9.05(s), make any Acquisition or otherwise acquire any business or substantially all the acquisition of intellectual property from, or Equity Interests of, or be a party to any Acquisition of, any Person, except:
(a) the merger, amalgamation or consolidation or liquidation of any (i) Subsidiary with or into any Obligor; provided that with respect to any such transaction involving (x) the Borrower, the Borrower must be the surviving or successor entity of such transaction or (y) any other Obligor, an Obligor must be the surviving or successor entity of such transaction or the surviving Person shall concurrently therewith become an Obligor or (ii) any Subsidiary that is not a Subsidiary Guarantor with or into any other Subsidiary that is not a Subsidiary Guarantor;
(b) the sale, lease, transfer or other disposition by (i) any Subsidiary of any or all of its property (upon voluntary liquidation or otherwise) to any Obligor or to any entity that concurrently therewith shall become an Obligor or (ii) any Subsidiary that is not an Obligor of any or all of its property (upon voluntary liquidation or otherwise) to any other Subsidiary that is not an Obligor;
(c) the sale, transfer or other disposition of the Equity Interests of (i) any Subsidiary to any Obligor or, (ii) any Subsidiary that is not an Obligor to other Subsidiary that is not an Obligor;
(d) mergers, amalgamations or consolidations of any Subsidiary to effectuate any Asset Sales permitted under Section 9.09; provided that such merger, amalgamation or consolidation does not include the Borrower;
(e) in connection with any Permitted Acquisition or other Investment permitted under Section 9.05, any Obligor or any of its Subsidiaries may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it, so long as (i) the Person surviving such merger with any Subsidiary shall be a direct or indirect wholly-owned Subsidiary of the Borrower, (ii) in the case ordinary course of any such merger to which the Borrower is a party, the Borrower is the surviving Person, and (iii) in the case of any such merger to which a Subsidiary Guarantor is a party, the surviving Person is such Subsidiary Guarantor or concurrently therewith becomes a Subsidiary Guarantor; and
(f) any Subsidiary may dissolve, liquidate or wind up its affairs at any time, provided, that, such dissolution, liquidation or winding up could not reasonably be expected to have a Material Adverse Effect and all of such Subsidiary’s assets and business are transferred to that constitutes an Obligor or solely in the case of a Subsidiary that is not an Obligor, another Subsidiary that is not an Obligor prior to or concurrently with such dissolution, liquidation or winding upAcquisition.
Appears in 1 contract
Samples: Credit Agreement (Integra Lifesciences Holdings Corp)
Fundamental Changes and Acquisitions. Such Obligor will not(a) Merge, dissolve, liquidate, consolidate with or into another Person, or 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 in favor of any Person, except that, so long as (x) no Default or Event of Default has occurred and is continuing or would result therefrom (except that in the case of a Permitted Acquisition, no Default or Event of Default has occurred and is continuing as of the date the applicable purchase agreement became effective, and will not permit as of the date of the consummation of such Permitted Acquisition no Event of Default under Section 8.01(a), (f) or (g)(i) shall have occurred and be continuing or would result therefrom), and (y) the Borrower and its Consolidated Subsidiaries shall be in compliance with Section 7.17 after giving effect to such transaction on a Pro Forma Basis:
(i) the Borrower may merge or consolidate with any of its Wholly-Owned Subsidiaries; provided that (A) the Borrower shall be the continuing or surviving Person, and (B) the Loan Parties shall cause to be delivered such documents, instruments and certificates as to cause the Loan Parties to be in compliance with the terms of Sections 6.11 and 6.12;
(ii) any Wholly-Owned Subsidiary of the Borrower may be party to a transaction of merger or consolidation with a Wholly-Owned Subsidiary of the Borrower; provided that (A) if one of such Subsidiaries tois a Loan Party, such Loan Party shall be the continuing or surviving Person, and (B) the Loan Parties shall cause to be delivered such documents, instruments and certificates as to cause the Loan Parties to be in compliance with the terms of Sections 6.11 and 6.12;
(iii) a Subsidiary may be a party to a transaction of merger or consolidation with a Person other than the Borrower or any Subsidiary of the Borrower; provided that (A) the surviving entity shall be such Subsidiary of the Borrower, and (B) the transaction shall otherwise constitute a Permitted Acquisition;
(iv) the Borrower may be a party to a transaction of merger or consolidation with a Person other than a Subsidiary of the Borrower in order to effect an Acquisition; provided, that, (A) the surviving entity shall be the Borrower and (B) such Acquisition shall otherwise comply with clauses (a), (b), (c), (d), (e), (f), (g) and (h)(1) of the definition of “Permitted Acquisition”.
(v) a Subsidiary may enter into a Disposition permitted under Sections 7.05(d), (e), (f) and (k);
(vi) the Borrower may enter into a Disposition permitted under Sections 7.05(d), (e), (f) and (k);
(vii) an Excluded Subsidiary may be voluntarily dissolved or liquidated into any other Subsidiary;
(viii) any domestic Excluded Subsidiary may merge or consolidate into any other domestic Excluded Subsidiary;
(ix) any Foreign Subsidiary may merge or consolidate into any other Foreign Subsidiary; and
(x) any Subsidiary of the Borrower may transfer a Foreign Subsidiary to any other Subsidiary of the Borrower.
(b) Make or permit any Subsidiary to make any Acquisition other than (i) enter into any transaction of merger, amalgamation or consolidationa Permitted Acquisition, (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolutionan Acquisition permitted by Section 7.04(a), (iii) sell an Investment permitted by Section 7.02(l) or issue any of its Disqualified Equity Interests (m) that constitutes an Acquisition or (iv) other than Permitted Acquisitions and any Acquisition permitted by Section 9.05(a) or Section 9.05(s), make any Acquisition or otherwise acquire any business or substantially all the acquisition of intellectual property from, or Equity Interests of, or be a party to any Acquisition of, any Person, except:
(a) the merger, amalgamation or consolidation or liquidation of any (i) Subsidiary with or into any Obligor; provided that with respect to any such transaction involving (x) the Borrower, the Borrower must be the surviving or successor entity of such transaction or (y) any other Obligor, an Obligor must be the surviving or successor entity of such transaction or the surviving Person shall concurrently therewith become an Obligor or (ii) any Subsidiary that is not a Subsidiary Guarantor with or into any other Subsidiary that is not a Subsidiary Guarantor;
(b) the sale, lease, transfer or other disposition by (i) any Subsidiary of any or all of its property (upon voluntary liquidation or otherwise) to any Obligor or to any entity that concurrently therewith shall become an Obligor or (ii) any Subsidiary that is not an Obligor of any or all of its property (upon voluntary liquidation or otherwise) to any other Subsidiary that is not an Obligor;
(c) the sale, transfer or other disposition of the Equity Interests of (i) any Subsidiary to any Obligor or, (ii) any Subsidiary that is not an Obligor to other Subsidiary that is not an Obligor;
(d) mergers, amalgamations or consolidations of any Subsidiary to effectuate any Asset Sales permitted under Section 9.09; provided that such merger, amalgamation or consolidation does not include the Borrower;
(e) in connection with any Permitted Acquisition or other Investment permitted under Section 9.05, any Obligor or any of its Subsidiaries may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it, so long as (i) the Person surviving such merger with any Subsidiary shall be a direct or indirect wholly-owned Subsidiary of the Borrower, (ii) in the case ordinary course of any such merger to which the Borrower is a party, the Borrower is the surviving Person, and (iii) in the case of any such merger to which a Subsidiary Guarantor is a party, the surviving Person is such Subsidiary Guarantor or concurrently therewith becomes a Subsidiary Guarantor; and
(f) any Subsidiary may dissolve, liquidate or wind up its affairs at any time, provided, that, such dissolution, liquidation or winding up could not reasonably be expected to have a Material Adverse Effect and all of such Subsidiary’s assets and business are transferred to that constitutes an Obligor or solely in the case of a Subsidiary that is not an Obligor, another Subsidiary that is not an Obligor prior to or concurrently with such dissolution, liquidation or winding upAcquisition.
Appears in 1 contract
Samples: Credit Agreement (Integra Lifesciences Holdings Corp)
Fundamental Changes and Acquisitions. Such Obligor will not(a) Merge, dissolve, liquidate, consolidate with or into another Person, or 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 in favor of any Person, except that, so long as (x) no Default or Event of Default has occurred and is continuing or would result therefrom (except that in the case of a Permitted Acquisition, no Default or Event of Default has occurred and is continuing as of the date the applicable purchase agreement became effective, and will not permit as of the date of the consummation of such Permitted Acquisition no Event of Default under Sections 8.01(a), 8.01(f), 8.01(g) or 8.01(i) shall have occurred and be continuing or would result therefrom), and (y) the Borrower and its Consolidated Subsidiaries shall be in compliance with Section 7.17 after giving effect to such transaction on a Pro Forma Basis:
(i) the Borrower may merge or consolidate with any of its Wholly-Owned Subsidiaries; provided that (A) the Borrower shall be the continuing or surviving Person, and (B) the Loan Parties shall cause to be delivered such documents, instruments and certificates as to cause the Loan Parties to be in compliance with the terms of Sections 6.11 and 6.12;
(ii) any Wholly-Owned Subsidiary of the Borrower may be party to a transaction of merger or consolidation with a Wholly-Owned Subsidiary of the Borrower; provided that (A) if one of such Subsidiaries tois a Loan Party, such Loan Party shall be the continuing or surviving Person, and (B) the Loan Parties shall cause to be delivered such documents, instruments and certificates as to cause the Loan Parties to be in compliance with the terms of Sections 6.11 and 6.12;
(iii) a Subsidiary may be a party to a transaction of merger or consolidation with a Person other than the Borrower or any Subsidiary of the Borrower; provided that (A) the surviving entity shall be such Subsidiary of the Borrower, and (B) the transaction shall otherwise constitute a Permitted Acquisition;
(iv) the Borrower may be a party to a transaction of merger or consolidation with a Person other than a Subsidiary of the Borrower in order to effect an Acquisition; provided, that, (A) the surviving entity shall be the Borrower and (B) such Acquisition shall otherwise comply with clauses (a), (b), (c), (d), (e), (f), (g) and (h)(1) of the definition of “Permitted Acquisitions.”
(v) a Subsidiary may enter into a Disposition permitted under Sections 7.05(d), (e), (f), (k);
(vi) the Borrower may enter into a Disposition permitted under Sections 7.05(d), (e), (f) and (k);
(vii) an Excluded Subsidiary may be voluntarily dissolved or liquidated into any other Subsidiary;
(viii) any domestic Excluded Subsidiary may merge or consolidate into any other domestic Excluded Subsidiary;
(ix) any Foreign Subsidiary may merge or consolidate into any other Foreign Subsidiary; and
(x) any Subsidiary of the Borrower may transfer a Foreign Subsidiary to any other Subsidiary of the Borrower.
(b) Make or permit any Subsidiary to make any Acquisition other than (i) enter into any transaction of merger, amalgamation or consolidationa Permitted Acquisition, (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolutionan Acquisition permitted by Section 7.04(a), (iii) sell an Investment permitted by Sections 7.02(l) or issue any of its Disqualified Equity Interests 7.02(m) that constitutes an Acquisition or (iv) other than Permitted Acquisitions and any Acquisition permitted by Section 9.05(a) or Section 9.05(s), make any Acquisition or otherwise acquire any business or substantially all the acquisition of intellectual property from, or Equity Interests of, or be a party to any Acquisition of, any Person, except:
(a) the merger, amalgamation or consolidation or liquidation of any (i) Subsidiary with or into any Obligor; provided that with respect to any such transaction involving (x) the Borrower, the Borrower must be the surviving or successor entity of such transaction or (y) any other Obligor, an Obligor must be the surviving or successor entity of such transaction or the surviving Person shall concurrently therewith become an Obligor or (ii) any Subsidiary that is not a Subsidiary Guarantor with or into any other Subsidiary that is not a Subsidiary Guarantor;
(b) the sale, lease, transfer or other disposition by (i) any Subsidiary of any or all of its property (upon voluntary liquidation or otherwise) to any Obligor or to any entity that concurrently therewith shall become an Obligor or (ii) any Subsidiary that is not an Obligor of any or all of its property (upon voluntary liquidation or otherwise) to any other Subsidiary that is not an Obligor;
(c) the sale, transfer or other disposition of the Equity Interests of (i) any Subsidiary to any Obligor or, (ii) any Subsidiary that is not an Obligor to other Subsidiary that is not an Obligor;
(d) mergers, amalgamations or consolidations of any Subsidiary to effectuate any Asset Sales permitted under Section 9.09; provided that such merger, amalgamation or consolidation does not include the Borrower;
(e) in connection with any Permitted Acquisition or other Investment permitted under Section 9.05, any Obligor or any of its Subsidiaries may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it, so long as (i) the Person surviving such merger with any Subsidiary shall be a direct or indirect wholly-owned Subsidiary of the Borrower, (ii) in the case ordinary course of any such merger to which the Borrower is a party, the Borrower is the surviving Person, and (iii) in the case of any such merger to which a Subsidiary Guarantor is a party, the surviving Person is such Subsidiary Guarantor or concurrently therewith becomes a Subsidiary Guarantor; and
(f) any Subsidiary may dissolve, liquidate or wind up its affairs at any time, provided, that, such dissolution, liquidation or winding up could not reasonably be expected to have a Material Adverse Effect and all of such Subsidiary’s assets and business are transferred to that constitutes an Obligor or solely in the case of a Subsidiary that is not an Obligor, another Subsidiary that is not an Obligor prior to or concurrently with such dissolution, liquidation or winding upAcquisition.
Appears in 1 contract
Samples: Credit Agreement (Integra Lifesciences Holdings Corp)
Fundamental Changes and Acquisitions. Such Obligor will not(a) Merge, and will not permit any dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Subsidiaries toassets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:
(i) enter into any transaction of merger, amalgamation or consolidation, (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), (iii) sell or issue any of its Disqualified Equity Interests or (iv) other than Permitted Acquisitions and any Acquisition permitted by Section 9.05(a) or Section 9.05(s), make any Acquisition or otherwise acquire any business or substantially all the property from, or Equity Interests of, or be a party to any Acquisition of, any Person, except:
(a) the merger, amalgamation or consolidation or liquidation of any (i) Subsidiary each Consolidated Borrower Party may merge with or into any Obligor; provided that consolidate with respect to any such transaction involving (x) the Borrower, the Borrower must be the surviving or successor entity of such transaction or (y) any other Obligor, an Obligor must be the surviving or successor entity of such transaction or the surviving Person shall concurrently therewith become an Obligor or Consolidated Borrower Party;
(ii) any Subsidiary Consolidated Borrower Party may be party to a transaction of merger or consolidation with any other Person in connection with a Permitted Acquisition of such Person; provided that (A) the continuing or Surviving Person shall be a Consolidated Borrower Party and (B) if such Consolidated Borrower Party is not the continuing or surviving Person, such continuing or surviving Person shall be a Subsidiary Guarantor Consolidated Borrower Party and shall have complied with or into any other Subsidiary that is not a Subsidiary Guarantorthe terms of Sections 6.11 and 6.12;
(biii) in connection with a Permitted Restructuring Transaction, Holdings, Southwest and/or Southwest II may merge or consolidate with the saleSurviving Parent, leaseany Additional Intermediate Holding Company a party to such Permitted Restructuring Transaction, transfer or other disposition by (i) any Subsidiary of any Holdings, Southwest or all of its property (upon voluntary liquidation or otherwise) to any Obligor or to any entity that concurrently therewith shall become an Obligor or (ii) any Subsidiary that is not an Obligor of any or all of its property (upon voluntary liquidation or otherwise) to any other Subsidiary that is not an Obligor;
(c) the sale, transfer or other disposition of the Equity Interests of (i) any Subsidiary to any Obligor or, (ii) any Subsidiary that is not an Obligor to other Subsidiary that is not an Obligor;
(d) mergers, amalgamations or consolidations of any Subsidiary to effectuate any Asset Sales permitted under Section 9.09Southwest II; provided that such merger, amalgamation or consolidation does not include the Borrower;117
(eA) in connection with any such Restructuring Transaction the Surviving Parent and any such Intermediate Holding Company enter into a Senior Joinder Agreement and agree to the terms of this Agreement as a Guarantor hereunder; (B) no Change of Control shall have occurred and be continuing or would result; and (C) no other Event of Default shall have occurred and be continuing or would result; and
(iv) a Restricted Subsidiary of Holdings may enter into a transaction of merger or consolidation in connection with a Disposition permitted under Section 7.05 (d), (e) or (f).
(b) Permit any Loan Party to make any Acquisition, unless:
(i) in the case of an acquisition of Equity Interests of another Person, after giving effect to such acquisition,
(A) if the Acquisition is not of a controlling interest in the subject Person such that after giving effect thereto the subject Person will not be a Subsidiary, then only if such Acquisition would be permitted as an Investment under Section 7.02; and
(B) if the Acquisition is of a controlling interest in the subject Person such that after giving effect thereto the subject Person will be a Subsidiary, then only if such Acquisition constitutes a Permitted Acquisition or other Investment permitted under Section 9.05, any Obligor or any of its Subsidiaries may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it, so long as (i) the Person surviving such merger with any Subsidiary shall be a direct or indirect wholly-owned Subsidiary of the Borrower, Permitted Asset Exchange; and
(ii) in the case of an Acquisition of all or any such merger to which substantial portion of the Borrower is a party, the Borrower is the surviving Property (other than Equity Interests) of another Person, and (iii) in the case of any then only if such merger to which Acquisition will constitute a Subsidiary Guarantor is a party, the surviving Person is such Subsidiary Guarantor Permitted Acquisition or concurrently therewith becomes a Subsidiary Guarantor; and
(f) any Subsidiary may dissolve, liquidate or wind up its affairs at any time, provided, that, such dissolution, liquidation or winding up could not reasonably be expected to have a Material Adverse Effect and all of such Subsidiary’s assets and business are transferred to an Obligor or solely in the case of a Subsidiary that is not an Obligor, another Subsidiary that is not an Obligor prior to or concurrently with such dissolution, liquidation or winding upPermitted Asset Exchanges.
Appears in 1 contract
Samples: Senior Credit Agreement (Valor Communications Group Inc)
Fundamental Changes and Acquisitions. Such Obligor will not(a) Merge, and will not permit any dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Subsidiaries toassets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:
(i) enter into any transaction Subsidiary of merger, amalgamation or consolidation, (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), (iii) sell or issue any of its Disqualified Equity Interests or (iv) other than Permitted Acquisitions and any Acquisition permitted by Section 9.05(a) or Section 9.05(s), make any Acquisition or otherwise acquire any business or substantially all the property from, or Equity Interests of, or be a party to any Acquisition of, any Person, except:
(a) the merger, amalgamation or consolidation or liquidation of any (i) Subsidiary with Company may merge within or into the Company or any ObligorSubsidiary Guarantor; provided that with respect to any such transaction involving (xA) the Borrower, the Borrower must Company or such Subsidiary Guarantor shall be the continuing or surviving or successor entity Person, and (B) the Loan Parties shall cause to be delivered such documents, instruments and certificates as to cause the Loan Parties to be in compliance with the terms of such transaction or (y) any other Obligor, an Obligor must be the surviving or successor entity of such transaction or the surviving Person shall concurrently therewith become an Obligor or Section 6.12;
(ii) any Subsidiary that is not a Subsidiary Guarantor Loan Party may be a party to a transaction of merger or consolidation with or into any other Subsidiary Person; provided that is not (A) the surviving entity shall be a Wholly-Owned Subsidiary, (B) the Loan Parties shall cause to be delivered such documents, instruments, and certificates as to cause the Loan Parties to be in compliance with the terms of Sections 6.11 and 6.12, and (C) the transaction shall otherwise constitute a Permitted Acquisition; and
(iii) a Subsidiary Guarantor;may enter into a transaction of merger or consolidation in connection with a Disposition permitted under Section 7.05.
(b) Permit the saleCompany or any Subsidiary to make any Acquisition, lease, transfer or other disposition by unless:
(i) any Subsidiary in the case of any or all an acquisition of its property (upon voluntary liquidation or otherwise) to any Obligor or to any entity that concurrently therewith shall become an Obligor or (ii) any Subsidiary that is not an Obligor of any or all of its property (upon voluntary liquidation or otherwise) to any other Subsidiary that is not an Obligor;
(c) the sale, transfer or other disposition of the Equity Interests of another Person, after giving effect to such acquisition,
(iA) any Subsidiary to any Obligor or, (ii) any Subsidiary that if the Acquisition is not of a controlling interest in the subject Person such that after giving effect thereto the subject Person will not be a Subsidiary, such Acquisition constitutes an Obligor to other Subsidiary that is not an Obligor;Investment permitted by Section 7.02; and
(dB) mergers, amalgamations or consolidations if the Acquisition is of any Subsidiary to effectuate any Asset Sales permitted under Section 9.09; provided a controlling interest in the subject Person such that such merger, amalgamation or consolidation does not include after giving effect thereto the Borrower;
(e) in connection with any Permitted Acquisition or other Investment permitted under Section 9.05, any Obligor or any of its Subsidiaries may merge into or consolidate with any other subject Person or permit any other Person to merge into or consolidate with it, so long as (i) the Person surviving such merger with any Subsidiary shall will be a direct or indirect wholly-owned Subsidiary of the BorrowerSubsidiary, such Acquisition constitutes a Permitted Acquisition; and
(ii) in the case of an Acquisition of all or any such merger to which substantial portion of the Borrower is a party, the Borrower is the surviving Property (other than Equity Interests) of another Person, and (iii) in the case of any such merger to which Acquisition constitutes a Subsidiary Guarantor is a party, the surviving Person is such Subsidiary Guarantor or concurrently therewith becomes a Subsidiary Guarantor; and
(f) any Subsidiary may dissolve, liquidate or wind up its affairs at any time, provided, that, such dissolution, liquidation or winding up could not reasonably be expected to have a Material Adverse Effect and all of such Subsidiary’s assets and business are transferred to an Obligor or solely in the case of a Subsidiary that is not an Obligor, another Subsidiary that is not an Obligor prior to or concurrently with such dissolution, liquidation or winding upPermitted Acquisition.
Appears in 1 contract
Samples: Credit Agreement (Global Power Equipment Group Inc/)
Fundamental Changes and Acquisitions. Such Obligor will not(a) Merge, and will not permit any dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Subsidiaries toassets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:
(i) enter into any transaction of merger, amalgamation or consolidation, (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), (iii) sell or issue any of its Disqualified Equity Interests or (iv) other than Permitted Acquisitions and any Acquisition permitted by Section 9.05(a) or Section 9.05(s), make any Acquisition or otherwise acquire any business or substantially all the property from, or Equity Interests of, or be a party to any Acquisition of, any Person, except:
(a) the merger, amalgamation or consolidation or liquidation of any (i) Subsidiary each Consolidated Borrower Party may merge with or into any Obligor; provided that consolidate with respect to any such transaction involving (x) the Borrower, the Borrower must be the surviving or successor entity of such transaction or (y) any other Obligor, an Obligor must be the surviving or successor entity of such transaction or the surviving Person shall concurrently therewith become an Obligor or Consolidated Borrower Party;
(ii) any Subsidiary Consolidated Borrower Party may be party to a transaction of merger or consolidation with any other Person in connection with a Permitted Acquisition of such Person; provided that (A) the continuing or Surviving Person shall be a Consolidated Borrower Party and (B) if such Consolidated Borrower Party is not the continuing or surviving Person, such continuing or surviving Person shall be a Subsidiary Guarantor Consolidated Borrower Party and shall have complied with or into any other Subsidiary that is not a Subsidiary Guarantorthe terms of Sections 6.10;
(biii) in connection with a Permitted Restructuring Transaction, Holdings, Southwest and/or Southwest II may merge or consolidate with the saleSurviving Parent, leaseany Additional Intermediate Holding Company a party to such Permitted Restructuring Transaction, transfer or other disposition by (i) any Subsidiary of any Holdings, Southwest or all of its property (upon voluntary liquidation or otherwise) to any Obligor or to any entity that concurrently therewith shall become an Obligor or (ii) any Subsidiary that is not an Obligor of any or all of its property (upon voluntary liquidation or otherwise) to any other Subsidiary that is not an Obligor;
(c) the sale, transfer or other disposition of the Equity Interests of (i) any Subsidiary to any Obligor or, (ii) any Subsidiary that is not an Obligor to other Subsidiary that is not an Obligor;
(d) mergers, amalgamations or consolidations of any Subsidiary to effectuate any Asset Sales permitted under Section 9.09Southwest II; provided that such merger, amalgamation or consolidation does not include the Borrower;
(eA) in connection with any such Restructuring Transaction the Surviving Parent and any such Intermediate Holding Company enter into a Senior Subordinated Joinder Agreement and agree to the terms of this Agreement as a Guarantor hereunder; (B) no Change of Control shall have occurred and be continuing or would result; and (C) no other Event of Default shall have occurred and be continuing or would result; and
(iv) a Restricted Subsidiary of Holdings may enter into a transaction of merger or consolidation in connection with a Disposition permitted under Section 7.05 (d), (e) or (f).
(b) Permit any Loan Party to make any Acquisition, unless:
(i) in the case of an acquisition of Equity Interests of another Person, after giving effect to such acquisition,
(A) if the Acquisition is not of a controlling interest in the subject Person such that after giving effect thereto the subject Person will not be a Subsidiary, then only if such Acquisition would be permitted as an Investment under Section 7.02; and
(B) if the Acquisition is of a controlling interest in the subject Person such that after giving effect thereto the subject Person will be a Subsidiary, then only if such Acquisition constitutes a Permitted Acquisition or other Investment permitted under Section 9.05, any Obligor or any of its Subsidiaries may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it, so long as (i) the Person surviving such merger with any Subsidiary shall be a direct or indirect wholly-owned Subsidiary of the Borrower, Permitted Asset Exchange; and
(ii) in the case of an Acquisition of all or any such merger to which substantial portion of the Borrower is a party, the Borrower is the surviving Property (other than Equity Interests) of another Person, and (iii) in the case of any then only if such merger to which Acquisition will constitute a Subsidiary Guarantor is a party, the surviving Person is such Subsidiary Guarantor Permitted Acquisition or concurrently therewith becomes a Subsidiary Guarantor; and
(f) any Subsidiary may dissolve, liquidate or wind up its affairs at any time, provided, that, such dissolution, liquidation or winding up could not reasonably be expected to have a Material Adverse Effect and all of such Subsidiary’s assets and business are transferred to an Obligor or solely in the case of a Subsidiary that is not an Obligor, another Subsidiary that is not an Obligor prior to or concurrently with such dissolution, liquidation or winding upPermitted Asset Exchanges.
Appears in 1 contract
Samples: Senior Subordinated Loan Agreement (Valor Communications Group Inc)
Fundamental Changes and Acquisitions. Such Obligor The Company will not, and ------------------------------------ nor will not it permit any of its the Subsidiaries to, (i) enter into any transaction of mergermerger or consolidation or amalgamation, amalgamation or consolidation, (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution). The Company will not, (iii) sell or issue nor will it permit any of its Disqualified Equity Interests or (iv) other than Permitted Acquisitions and any Acquisition permitted by Section 9.05(a) or Section 9.05(s)the Subsidiaries to, make any Acquisition or otherwise acquire any business from or substantially all or any significant part of the property fromProperty of, or Equity Interests all or any significant part of the capital stock of, or be a party to any Acquisition acquisition of, any Person, except. Notwithstanding the foregoing:
(a) the merger, amalgamation any Subsidiary may be merged or consolidation consolidated with or liquidation of any into: (i) Subsidiary with or into any Obligor; provided that with respect to any such transaction involving (x) the Borrower, Company if the Borrower must Company shall be the continuing or surviving or successor entity of such transaction or (y) any other Obligor, an Obligor must be the surviving or successor entity of such transaction or the surviving Person shall concurrently therewith become an Obligor corporation or (ii) any Subsidiary other Subsidiary; provided that is not if any such transaction shall -------- be between a Subsidiary Guarantor with and a Wholly-Owned Subsidiary, the Wholly-Owned Subsidiary shall be the continuing or into any other Subsidiary that is not a Subsidiary Guarantorsurviving corporation;
(b) during any Investment Grade Rating Period, the sale, lease, transfer Company or any Subsidiary may merge or consolidate with any other disposition by Person if (i) in the case of a merger or consolidation of the Company, the Company is the surviving corporation Credit Agreement ---------------- and, in any other case, the surviving corporation is a Wholly-Owned Subsidiary of any or all of its property (upon voluntary liquidation or otherwise) to any Obligor or to any entity that concurrently therewith shall become an Obligor or and (ii) any Subsidiary that is not an Obligor of any or all of its property (upon voluntary liquidation or otherwise) to any other Subsidiary that is not an Obligorafter giving effect thereto no Default would exist;
(c) the sale, transfer or other disposition of Company may consummate the Equity Interests of (i) any Subsidiary to any Obligor or, (ii) any Subsidiary that is not an Obligor to other Subsidiary that is not an Obligor;Acquisition; and
(d) mergersthe Company or any of the Subsidiaries may acquire the business of, amalgamations or consolidations all or any significant part of the Property of, or all or any significant part of the capital stock of, or be a party to any acquisition of, any Person engaged in the same or a related line of business as the Company (whether directly or through the merger of a Wholly-Owned Subsidiary with that Person) subject to effectuate any Asset Sales permitted under Section 9.09; provided that the following:
(i) so long as the Series I Term Loan remains outstanding, the aggregate cash consideration paid for all such merger, amalgamation or consolidation does acquisitions since the Amendment Effective Date shall not include the Borrowerexceed $500,000,000;
(e) in connection with any Permitted Acquisition or other Investment permitted under Section 9.05, any Obligor or any of its Subsidiaries may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it, so long as (i) the Person surviving such merger with any Subsidiary shall be a direct or indirect wholly-owned Subsidiary of the Borrower, (ii) in at the case time of any such merger to which the Borrower is a party, the Borrower is the surviving Personacquisition, and (iii) in the case of any such merger to which a Subsidiary Guarantor is a partyafter giving effect thereto, the surviving Person is such Subsidiary Guarantor or concurrently therewith becomes a Subsidiary Guarantorno Default shall exist; and
(fiii) any Subsidiary may dissolvethe Company would have been in compliance with Sections 8.14 and 8.15 hereof on a pro forma basis if such acquisition had --- ----- occurred at the beginning of the most recently-ended period of four consecutive fiscal quarters of the Company, liquidate and the Company shall have delivered a certificate of a senior accounting or wind up its affairs at any time, provided, financial officer of the Company to the Administrative Agent prior to such acquisition demonstrating such compliance; provided that, such dissolution, liquidation or winding up could not reasonably be expected to have a Material Adverse Effect and all of such Subsidiary’s assets and business are transferred to an Obligor or solely in the case of a Subsidiary that during any period which is not an ObligorInvestment Grade Rating -------- Period, another Subsidiary that is not an Obligor prior to or concurrently with and notwithstanding the provisions of clause (i) above, the consideration for any such dissolution, liquidation or winding upacquisition shall consist exclusively of Equity of the Company.
Appears in 1 contract
Fundamental Changes and Acquisitions. Such Obligor will not(a) Merge, and will not permit any of its Subsidiaries todissolve, (i) enter into any transaction of merger, amalgamation or consolidation, (ii) liquidate, wind up consolidate with or dissolve itself into another Person, or Dispose of (whether in one transaction or suffer any liquidation or dissolution), (iiiin a series of transactions) sell or issue any of its Disqualified Equity Interests or (iv) other than Permitted Acquisitions and any Acquisition permitted by Section 9.05(a) or Section 9.05(s), make any Acquisition or otherwise acquire any business all or substantially all the property from, of its assets (whether now owned or Equity Interests of, hereafter acquired) to or be a party to any Acquisition of, in favor of any Person, except:
(a) the merger, amalgamation or consolidation or liquidation of any (i) Subsidiary with or into any Obligor; provided that with respect to any such transaction involving (x) the Borrower, the Borrower must be the surviving or successor entity of such transaction or (y) any other Obligor, an Obligor must be the surviving or successor entity of such transaction or the surviving Person shall concurrently therewith become an Obligor or (ii) any Subsidiary that is not a Subsidiary Guarantor with or into any other Subsidiary that is not a Subsidiary Guarantor;
(b) the sale, lease, transfer or other disposition by (i) any Subsidiary of any or all of its property (upon voluntary liquidation or otherwise) to any Obligor or to any entity that concurrently therewith shall become an Obligor or (ii) any Subsidiary that is not an Obligor of any or all of its property (upon voluntary liquidation or otherwise) to any other Subsidiary that is not an Obligor;
(c) the sale, transfer or other disposition of the Equity Interests of (i) any Subsidiary to any Obligor or, (ii) any Subsidiary that is not an Obligor to other Subsidiary that is not an Obligor;
(d) mergers, amalgamations or consolidations of any Subsidiary to effectuate any Asset Sales permitted under Section 9.09; provided that such merger, amalgamation or consolidation does not include the Borrower;
(e) in connection with any Permitted Acquisition or other Investment permitted under Section 9.05, any Obligor or any of its Subsidiaries may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with itexcept that, so long as (x) no Default or Event of Default has occurred and is continuing or would result therefrom and (y) the Borrower and its Consolidated Subsidiaries shall be in compliance with Section 7.17 after giving effect to such transaction on a Pro Forma Basis:
(i) the Person surviving such merger Borrower may merge or consolidate with any of its wholly-owned Subsidiaries; provided that (A) the Borrower shall be the continuing or surviving Person, and (B) the Loan Parties shall cause to be delivered such documents, instruments and certificates as to cause the Loan Parties to be in compliance with the terms of Sections 6.11 and 6.12;
(ii) any wholly-owned Subsidiary of the Borrower may be party to a transaction of merger or consolidation with a wholly-owned Subsidiary of the Borrower; provided that the Loan Parties shall cause to be delivered such documents, instruments and certificates as to cause the Loan Parties to be in compliance with the terms of Sections 6.11 and 6.12;
(iii) a Subsidiary may be a party to a transaction of merger or consolidation with a Person other than the Borrower or any Subsidiary of the Borrower; provided that (A) the surviving entity shall be a direct or indirect wholly-owned Subsidiary of the Borrower, and (iiB) in the case of any such merger to which transaction shall otherwise constitute a Permitted Acquisition;
(iv) the Borrower is may be a party, party to a transaction of merger or consolidation with a Person other than a Subsidiary of the Borrower is in order to effect an Acquisition; provided, that, (A) the surviving Person, entity shall be the Borrower and (iiiB) in such Acquisition shall otherwise comply with clauses (a), (b), (c), (d), (e), (f), (g) and (i)(1) of the case definition of any such merger to which "Permitted Acquisition".
(v) a Subsidiary Guarantor is may enter into a partyDisposition permitted under Sections 7.05(d), (e) and (f);
(vi) the surviving Person is such Borrower may enter into a Disposition permitted under Sections 7.05(d) and (e);
(vii) an Excluded Subsidiary Guarantor may be voluntarily dissolved or concurrently therewith becomes a Subsidiary Guarantorliquidated into any other Subsidiary; and
(fviii) Integra Neurosciences PR, Inc. may merge into Integra CI, Inc.
(b) Make or permit any Subsidiary may dissolveto make any Acquisition other than (i) a Permitted Acquisition, liquidate (ii) an Acquisition permitted by Section 7.04(a), (iii) an Investment permitted by Section 7.02(l) that constitutes an Acquisition or wind up its affairs at any time, provided, that, such dissolution, liquidation or winding up could not reasonably be expected to have a Material Adverse Effect and all (iv) the acquisition of such Subsidiary’s assets and business are transferred to an Obligor or solely intellectual property in the case ordinary course of a Subsidiary business that is not constitutes an Obligor, another Subsidiary that is not an Obligor prior to or concurrently with such dissolution, liquidation or winding upAcquisition.
Appears in 1 contract
Samples: Credit Agreement (Integra Lifesciences Holdings Corp)
Fundamental Changes and Acquisitions. Such Obligor will not(a) Merge, and will not permit any dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Subsidiaries toassets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:
(i) enter into any transaction of merger, amalgamation or consolidation, (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), (iii) sell or issue any of its Disqualified Equity Interests or (iv) other than Permitted Acquisitions and any Acquisition permitted by Section 9.05(a) or Section 9.05(s), make any Acquisition or otherwise acquire any business or substantially all the property from, or Equity Interests of, or be a party to any Acquisition of, any Person, except:
(a) the merger, amalgamation or consolidation or liquidation of any (i) Subsidiary with or into any Obligor; provided that with respect to any such transaction involving (x) the Borrower, the each Consolidated Borrower must be the surviving or successor entity of such transaction or (y) any other Obligor, an Obligor must be the surviving or successor entity of such transaction or the surviving Person shall concurrently therewith become an Obligor or (ii) any Subsidiary that is not a Subsidiary Guarantor with or into any other Subsidiary that is not a Subsidiary Guarantor;
(b) the sale, lease, transfer or other disposition by (i) any Subsidiary of any or all of its property (upon voluntary liquidation or otherwise) to any Obligor or to any entity that concurrently therewith shall become an Obligor or (ii) any Subsidiary that is not an Obligor of any or all of its property (upon voluntary liquidation or otherwise) to any other Subsidiary that is not an Obligor;
(c) the sale, transfer or other disposition of the Equity Interests of (i) any Subsidiary to any Obligor or, (ii) any Subsidiary that is not an Obligor to other Subsidiary that is not an Obligor;
(d) mergers, amalgamations or consolidations of any Subsidiary to effectuate any Asset Sales permitted under Section 9.09; provided that such merger, amalgamation or consolidation does not include the Borrower;
(e) in connection with any Permitted Acquisition or other Investment permitted under Section 9.05, any Obligor or any of its Subsidiaries Party may merge into with or consolidate with any other Person Consolidated Borrower Party; and each Loan Party that is not a Consolidated Borrower Party may merge with or permit consolidate with any other Loan Party that is not a Consolidated Borrower Party;
(ii) any Consolidated Borrower Party may be party to a transaction of merger or consolidation with any other Person in connection with a Permitted Acquisition of such Person; provided that (A) the continuing or surviving Person shall be a Consolidated Borrower Party and (B) if such Consolidated Borrower Party is not the continuing or surviving Person, such continuing or surviving Person shall be a Consolidated Borrower Party and shall have complied with the terms of Sections 6.11 and 6.12; and
(iii) a Restricted Subsidiary of Holdings may enter into a transaction of merger or consolidation in connection with a Disposition permitted under Section 7.05 (d), (e) or (f).
(b) Permit any Loan Party to merge into or consolidate with itmake any Acquisition, so long as unless:
(i) in the case of an acquisition of Equity Interests of another Person, after giving effect to such acquisition,
(A) if the Acquisition is not of a controlling interest in the subject Person surviving such merger with any Subsidiary shall that after giving effect thereto the subject Person will not be a direct Subsidiary, then only if such Acquisition would be permitted as an Investment under Section 7.02; and
(B) if the Acquisition is of a controlling interest in the subject Person such that after giving effect thereto the subject Person will be a Subsidiary, then only if such Acquisition constitutes a Permitted Acquisition or indirect wholly-owned Subsidiary of the Borrower, a Permitted Asset Exchange (or is otherwise permitted pursuant to Section 7.02(i)); and
(ii) in the case of an Acquisition of all or any such merger to which substantial portion of the Borrower is a party, the Borrower is the surviving Property (other than Equity Interests) of another Person, and then only if such Acquisition will constitute a Permitted Acquisition or Permitted Asset Exchanges (iii) in the case of any such merger or is otherwise permitted pursuant to which a Subsidiary Guarantor is a party, the surviving Person is such Subsidiary Guarantor or concurrently therewith becomes a Subsidiary Guarantor; and
(f) any Subsidiary may dissolve, liquidate or wind up its affairs at any time, provided, that, such dissolution, liquidation or winding up could not reasonably be expected to have a Material Adverse Effect and all of such Subsidiary’s assets and business are transferred to an Obligor or solely in the case of a Subsidiary that is not an Obligor, another Subsidiary that is not an Obligor prior to or concurrently with such dissolution, liquidation or winding upSection 7.02(i)).
Appears in 1 contract
