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 (or otherwise merge, amalgamate or consolidate), (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, 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 and (y) any other Obligor, such Obligor must be the surviving or successor entity of such transaction (unless such transaction involves more than one Obligor, then an Obligor must be the surviving or successor entity of such transaction) or (ii) any Subsidiary that is not an Obligor with or into any other Subsidiary that is not an Obligor; (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 (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 any other Subsidiary that is not an Obligor; (d) mergers, amalgamations or consolidations of any Subsidiary to effectuate an Asset Sale permitted under Section 9.09; (e) 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 its 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; and (f) in connection with any Permitted Acquisition or other Investment permitted under Section 9.05, the Borrower or any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate -91- 4882-5123-79004861-6868-3896 v.123 with it, so long as (i) the Person surviving such merger or consolidation with any Subsidiary shall be a direct or indirect wholly-owned Subsidiary of the Borrower, (ii) in the case of any such merger or consolidation to which the Borrower is a party, the Borrower is the surviving Person, and (iii) in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the surviving Person is such Subsidiary Guarantor or concurrently therewith becomes a Subsidiary Guarantor.
Appears in 1 contract
Samples: Credit Agreement and Guaranty and Revenue Interest Financing Agreement (Impel Pharmaceuticals Inc)
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 (or otherwise merge, amalgamate or consolidate)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, 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 ObligorObligor or Pledged Entity; provided that with respect to any such transaction involving (x) the Borrower, the Borrower must be the surviving or successor entity of such transaction and transaction, (y) any other Obligor, such Obligor must be the surviving or successor entity of such transaction (unless such transaction involves more than one Obligor, then an Obligor must be the surviving or successor entity of such transaction) and (z) any Pledged Entity (but not a transaction involving the Borrower or another Obligor, which is subject to clauses (x) and (y) above, respectively), such Pledged Entity must be the surviving or successor entity of such transaction (unless such transaction involves more than one Pledged Entity, then a Pledged Entity must be the surviving or successor entity of such transaction) or (ii) any Subsidiary that is not an Obligor nor a Pledged Entity with or into any other Subsidiary that is not an ObligorObligor nor a Pledged Entity;
(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 Obligor, (ii) any Subsidiary that is not an Obligor of any or all of its property (upon voluntary liquidation or otherwise) to any Pledged Entity or (iii) any Subsidiary that is neither an Obligor nor a Pledged Entity of any or all of its property (upon voluntary liquidation or otherwise) to any other Subsidiary that is not neither an ObligorObligor nor a Pledged Entity ;
(c) the sale, transfer or other disposition of the Equity Interests of (i) any Subsidiary to any Obligor or Obligor, (ii) any Subsidiary that is not an Obligor to any Pledged Entity or (iii) any Subsidiary that is neither an Obligor nor a Pledged Entity to any other Subsidiary that is not neither an Obligor;Obligor nor a Pledged Entity; and
(d) mergers, amalgamations or consolidations of any Subsidiary to effectuate an Asset Sale permitted under Section 9.09;
(e) 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 its 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; and
(f) in connection with any Permitted Acquisition or other Investment permitted under Section 9.05, the Borrower or any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate -91- 4882-5123-79004861-6868-3896 v.123 with it, so long as (i) the Person surviving such merger or consolidation with any Subsidiary shall be a direct or indirect wholly-owned Subsidiary of the Borrower, (ii) in the case of any such merger or consolidation to which the Borrower is a party, the Borrower is the surviving Person, and (iii) in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the surviving Person is such Subsidiary Guarantor or concurrently therewith becomes a Subsidiary GuarantorSpecified Acquisition/Licensing Transaction.
Appears in 1 contract
Samples: Credit Agreement (Athenex, Inc.)
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 (or otherwise merge, amalgamate or consolidate)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, 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 ObligorObligor or Pledged Entity; provided that with respect to any such transaction involving (x) the Borrower, the Borrower must be the surviving or successor entity of such transaction and transaction, (y) any other Obligor, such Obligor must be the surviving or successor entity of such transaction (unless such transaction involves more than one Obligor, then an Obligor must be the surviving or successor entity of such transaction) and (z) any Pledged Entity (but not a transaction involving the Borrower or another Obligor, which is subject to clauses (x) and (y) above, respectively), such Pledged Entity must be the surviving or successor entity of such transaction (unless such transaction involves more than one Pledged Entity, then a Pledged Entity must be the surviving or successor entity of such transaction) or (ii) any Subsidiary that is not an Obligor nor a Pledged Entity with or into any other Subsidiary that is not an ObligorObligor nor a Pledged Entity;
(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 Obligor, (ii) any Subsidiary that is not an Obligor of any or all of its property (upon voluntary liquidation or otherwise) to any Pledged Entity or (iii) any Subsidiary that is neither an Obligor nor a Pledged Entity of any or all of its property (upon voluntary liquidation or otherwise) to any other Subsidiary that is not neither an Obligor;Obligor nor a Pledged Entity; and
(c) the sale, transfer or other disposition of the Equity Interests of (i) any Subsidiary to any Obligor or Obligor, (ii) any Subsidiary that is not an Obligor to any Pledged Entity or (iii) any Subsidiary that is neither an Obligor nor a Pledged Entity to any other Subsidiary that is not an Obligor;
(d) mergers, amalgamations or consolidations of any Subsidiary to effectuate an Asset Sale permitted under Section 9.09;
(e) 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 its assets and business are transferred to neither an Obligor or solely in the case of nor 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; and
(f) in connection with any Permitted Acquisition or other Investment permitted under Section 9.05, the Borrower or any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate -91- 4882-5123-79004861-6868-3896 v.123 with it, so long as (i) the Person surviving such merger or consolidation with any Subsidiary shall be a direct or indirect wholly-owned Subsidiary of the Borrower, (ii) in the case of any such merger or consolidation to which the Borrower is a party, the Borrower is the surviving Person, and (iii) in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the surviving Person is such Subsidiary Guarantor or concurrently therewith becomes a Subsidiary GuarantorPledged Entity.
Appears in 1 contract
Samples: Credit Agreement (Athenex, Inc.)
Fundamental Changes and Acquisitions. Such Obligor will not, and will not permit any of its Subsidiaries (other than the Klisryi SPV) to, (i) enter into any transaction of merger, amalgamation or consolidation (or otherwise merge, amalgamate or consolidate)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, 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 ObligorObligor or Pledged Entity; provided that with respect to any such transaction involving (x) the Borrower, the Borrower must be the surviving or successor entity of such transaction and transaction, (y) any other Obligor, such Obligor must be the surviving or successor entity of such transaction (unless such transaction involves more than one Obligor, then an Obligor must be the surviving or successor entity of such transaction) and (z) any Pledged Entity (but not a transaction involving the Borrower or another Obligor, which is subject to clauses (x) and (y) above, respectively), such Pledged Entity must be the surviving or successor entity of such transaction (unless such transaction involves more than one Pledged Entity, then a Pledged Entity must be the surviving or successor entity of such transaction) or (ii) any Subsidiary that is not an Obligor nor a Pledged Entity with or into any other Subsidiary that is not an ObligorObligor nor a Pledged Entity;
(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 Obligor, (ii) any Subsidiary that is not an Obligor of any or all of its property (upon voluntary liquidation or otherwise) to any Pledged Entity or (iii) any Subsidiary that is neither an Obligor nor a Pledged Entity of any or all of its property (upon voluntary liquidation or otherwise) to any other Subsidiary that is not neither an ObligorObligor nor a Pledged Entity;
(c) the sale, transfer or other disposition of the Equity Interests of (i) any Subsidiary to any Obligor or Obligor, (ii) any Subsidiary that is not an Obligor to any Pledged Entity or (iii) any Subsidiary that is neither an Obligor nor a Pledged Entity to any other Subsidiary that is not neither an Obligor;Obligor nor a Pledged Entity; and
(d) any Obligor may enter into mergers, amalgamations and consolidations to effect Permitted Acquisitions, provided that (i) if any Obligor is party to such transaction, (x) such Obligor shall be the continuing or consolidations of any Subsidiary to effectuate an Asset Sale permitted under Section 9.09;
surviving entity or (ey) 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 its assets and business are transferred to an Obligor or solely other than 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; and
(f) in connection with any Permitted Acquisition or other Investment permitted under Section 9.05, the Borrower or any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate -91- 4882-5123-79004861-6868-3896 v.123 with it, so long as (i) the Person surviving such merger or consolidation with any Subsidiary shall be a direct or indirect wholly-owned Subsidiary of the Borrower, (ii) in the case of any such merger or consolidation to which the Borrower is a party, the Borrower is the surviving Person, and (iii) in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the surviving Person is or the acquiring Person shall agree to assume, and shall expressly assume, all of the obligations of such Subsidiary Guarantor Obligor hereunder and under the other Loan Documents pursuant to an agreement in form and substance reasonably satisfactory to the Majority Lenders and (ii) such Permitted Acquisitions effected by such merger, consolidation or concurrently therewith becomes a Subsidiary Guarantoramalgamation are otherwise permitted under the Loan Documents without giving effect to this clause (d).
Appears in 1 contract
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 (or otherwise merge, amalgamate or consolidate), (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution)) or otherwise enter initiate an Insolvency Event, (iii) sell or issue any of its Disqualified Equity Interests Interests, or (iv) other than Permitted Acquisitionsexcept as permitted by Section 9.05, 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 and or (y) any other Obligor, such an Obligor must be the surviving or successor entity of such transaction (unless such transaction involves more than one Obligor, then or the surviving Person shall concurrently therewith become an Obligor must be the surviving or successor entity of such transaction) or (ii) any Subsidiary that is not an Obligor a Subsidiary Guarantor with or into any other Subsidiary that is not an Obligora 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 or, (ii) any Subsidiary that is not an Obligor to any other Subsidiary that is not an Obligor;
(d) mergers, amalgamations or consolidations of any Subsidiary to effectuate an any Asset Sale Sales permitted under Section 9.09; provided that such merger, amalgamation or consolidation does not include the Borrower;
(e) in connection with any 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 its 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; and
(f) in connection with any Permitted Acquisition or other Investment permitted under Section 9.05, . Notwithstanding the Borrower foregoing or any other provision of the Loan Documents, (i) except as otherwise permitted by Section 9.09(i), no transaction shall be permitted pursuant to this Section 9.03 that would result in (A) a direct wholly-owned Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate -91- 4882-5123-79004861-6868-3896 v.123 with it, so long as (i) the Person surviving such merger or consolidation with any Subsidiary shall be a direct or becoming an indirect wholly-owned Subsidiary of the Borrower, Borrower or a less than wholly-owned Subsidiary of the Borrower or (B) a change in jurisdiction of any Significant Subsidiary of the Borrower or (ii) except in the case connection with an Asset Sale permitted by Section 9.09, a release of any such merger or consolidation to which Lien over the assets of the Borrower is a party, or any Subsidiary under the Borrower is the surviving Person, and (iii) in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the surviving Person is such Subsidiary Guarantor or concurrently therewith becomes a Subsidiary GuarantorSecurity Documents.
Appears in 1 contract
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 (or otherwise merge, amalgamate or consolidate)consolidation, (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), (iii) sell or issue any of its Disqualified Equity Interests other than Qualified Equity Interests or (iv) other than Permitted Acquisitions, 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:except for the following (in each case, solely to the extent that no Event of Default has occurred and is continuing, or could not reasonably be expected to result therefrom):
(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 and or (y) any other Obligor, such an Obligor must be the surviving or successor entity of such transaction (unless such transaction involves more than one Obligor, then or the surviving Person shall concurrently therewith become an Obligor must be the surviving or successor entity of such transaction) or (ii) any Subsidiary that is not an Obligor a Subsidiary Guarantor with or into any other Subsidiary that is not an Obligora 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 or, (ii) any Subsidiary that is not an Obligor to any other Subsidiary that is not an Obligor;
(d) mergers, amalgamations or consolidations of any Subsidiary to effectuate an Asset Sale Sales permitted under Section 9.09;
(e) Permitted Acquisitions;
(f) 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
(g) 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 its 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; and
(f) in connection with any Permitted Acquisition or other Investment permitted under Section 9.05, the Borrower or any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate -91- 4882-5123-79004861-6868-3896 v.123 with it, so long as (i) the Person surviving such merger or consolidation with any Subsidiary shall be a direct or indirect wholly-owned Subsidiary of the Borrower, (ii) in the case of any such merger or consolidation to which the Borrower is a party, the Borrower is the surviving Person, and (iii) in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the surviving Person is such Subsidiary Guarantor or concurrently therewith becomes a Subsidiary Guarantor.
Appears in 1 contract
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 (or otherwise merge, amalgamate or consolidate)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, 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 ObligorObligor or Pledged Entity; provided that with respect to any such transaction involving (x) the Borrower, the Borrower must be the surviving or successor entity of such transaction and transaction, (y) any other Obligor, such Obligor must be the surviving or successor entity of such transaction (unless such transaction involves more than one Obligor, then an Obligor must be the surviving or successor entity of such transaction) and (z) any Pledged Entity (but not a transaction involving the Borrower or another Obligor, which is subject to clauses (x) and (y) above, respectively), such Pledged Entity must be the surviving or successor entity of such transaction (unless such transaction involves more than one Pledged Entity, then a Pledged Entity must be the surviving or successor entity of such transaction) or (ii) any Subsidiary that is not an Obligor nor a Pledged Entity with or into any other Subsidiary that is not an ObligorObligor nor a Pledged Entity;
(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 Obligor, (ii) any Subsidiary that is not an Obligor of any or all of its property (upon voluntary liquidation or otherwise) to any Pledged Entity or (iii) any Subsidiary that is neither an Obligor nor a Pledged Entity of any or all of its property (upon voluntary liquidation or otherwise) to any other Subsidiary that is not neither an Obligor;Obligor nor a Pledged Entity; and
(c) the sale, transfer or other disposition of the Equity Interests of (i) any Subsidiary to any Obligor or Obligor, (ii) any Subsidiary that is not an Obligor to any Pledged Entity or (iii) any Subsidiary that is neither an Obligor nor a Pledged Entity to any other Subsidiary that is not neither an Obligor;Obligor nor a Pledged Entity. ; and
(d) any Obligor may enter into mergers, amalgamations and consolidations to effect Permitted Acquisitions, provided that (i) if any Obligor is party to such transaction, (x) such Obligor shall be the continuing or consolidations of any Subsidiary to effectuate an Asset Sale permitted under Section 9.09;
surviving entity or (ey) 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 its assets and business are transferred to an Obligor or solely other than 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; and
(f) in connection with any Permitted Acquisition or other Investment permitted under Section 9.05, the Borrower or any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate -91- 4882-5123-79004861-6868-3896 v.123 with it, so long as (i) the Person surviving such merger or consolidation with any Subsidiary shall be a direct or indirect wholly-owned Subsidiary of the Borrower, (ii) in the case of any such merger or consolidation to which the Borrower is a party, the Borrower is the surviving Person, and (iii) in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the surviving Person is or the acquiring Person shall agree to assume, and shall expressly assume, all of the obligations of such Subsidiary Guarantor Obligor hereunder and under the other Loan Documents pursuant to an agreement in form and substance reasonably satisfactory to the Majority Lenders and (ii) such Permitted Acquisitions effected by such merger, consolidation or concurrently therewith becomes a Subsidiary Guarantoramalgamation are otherwise permitted under the Loan Documents without giving effect to this clause (d).
Appears in 1 contract
Fundamental Changes and Acquisitions. Such Obligor will not, and will not permit any of its Subsidiaries to and will use commercially reasonable efforts to not permit any Managed Company to, (i) enter into any transaction of merger, amalgamation or consolidation (or otherwise merge, amalgamate or consolidate)consolidation, (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or (iii) sell or issue any of its Disqualified Equity Interests or (iv) other than Permitted Acquisitions, make any Acquisition or otherwise acquire any business or substantially all the property from, or Equity Interests capital stock of, or be a party to any Acquisition acquisition of, any Person, except:
(a) Investments permitted under Section 9.05(e); -84-
(b) 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 and (y) any other Obligor, such Obligor must be the surviving or successor entity of such transaction (unless such transaction involves more than one Obligor, then an Obligor must be the surviving or successor entity of such transaction) or (ii) any Subsidiary that is not an Obligor with or into any other Obligor; provided that, in the case of a merger, amalgamation or consolidation with or into Borrower, Borrower shall be the surviving entity and (ii) any Subsidiary or Managed Company (in each case that is not an Obligor) into any other Subsidiary or Managed Company; provided that, (x) in the case of a merger, amalgamation or consolidation with or into an Obligor, such Obligor shall be the surviving entity and (y) in the case of a merger, amalgamation or consolidation of a Managed Company with or into a Subsidiary, such Subsidiary shall be the surviving entity;
(bc) the sale, lease, transfer or other disposition by (i) any Subsidiary Obligor of any or all of its property (upon voluntary liquidation or otherwise) to any Obligor or other Obligor, (ii) any Subsidiary that is not an Obligor or Managed Company of any or all of its property (upon voluntary liquidation or otherwise) to any other Subsidiary that is not an Obligorand (iii) any Managed Company of any or all of its property (upon voluntary liquidation or otherwise) to another Managed Company;
(cd) the sale, transfer or other disposition of the Equity Interests capital stock of (i) any Subsidiary to any Obligor or (ii) any Subsidiary that is not an Obligor to any other Subsidiary that is not an Obligor;
(d) mergers, amalgamations or consolidations of any Subsidiary to effectuate an Asset Sale permitted under Section 9.09;
(e) the liquidation, winding up or dissolution of any Person (other than Parent, Healthcare Holdco, Holdings or Borrower) into any Subsidiary may dissolve, liquidate or wind up Obligor that is its affairs at any time, provided, parent entity; provided that, such dissolution, liquidation or winding up could not reasonably be expected to have a Material Adverse Effect and all of its assets and business are transferred to an Obligor or solely in the case of the liquidation, winding up or dissolution of a Subsidiary that is not Guarantor, the assets of such liquidating, wound up or dissolving Person shall become property of an Obligor, another Subsidiary that is not an Obligor prior to or concurrently with such dissolution, liquidation or winding up; and
(f) in connection Permitted Acquisitions (including by way of a merger with any Permitted Acquisition or other Investment permitted under Section 9.05, the Borrower or any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate -91- 4882-5123-79004861-6868-3896 v.123 with it, so long as (i) the Person surviving such merger or consolidation with any Subsidiary shall be a direct or indirect wholly-owned Subsidiary of the Borrower, (ii) in the case of any such merger or consolidation to which the Borrower is a party, the Borrower is the surviving Person, and (iii) in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the surviving Person is such Subsidiary Guarantor or concurrently therewith becomes a Subsidiary GuarantorSubsidiary).
Appears in 1 contract
Fundamental Changes and Acquisitions. Such Obligor will not, and will not permit any of its Subsidiaries to, (i) other than Permitted Acquisitions, enter into any transaction of merger, amalgamation or consolidation (or otherwise merge, amalgamate or consolidate), (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), (iii) other than in the case of Holdings, sell or issue any of its Disqualified Equity Interests or (iv) other than Permitted AcquisitionsAcquisitions and any Acquisition permitted by Section 9.05(a), 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 amalgamation, 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 and or (y) any other Obligor, such Obligor must be the surviving or successor entity of such transaction or the surviving Person shall concurrently become an Obligor (unless such transaction involves more than one Obligor, then an Obligor must be the surviving or successor entity of such transaction) or (ii) any Subsidiary that is not an Obligor with or into any other Subsidiary that is not an Obligor;
; (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 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 any other Subsidiary that is not an Obligor;
; (d) mergers, amalgamations amalgamations, consolidations, dissolutions, winding ups or consolidations liquidations of any Subsidiary (other than the Borrower) to effectuate an any Asset Sale Sales permitted under Section 9.09;
(e) 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 its assets and business are transferred to ; provided that an Obligor shall be the surviving or solely in the case of a Subsidiary receiving party, as applicable, with respect to any such event that is not an Obligor, another Subsidiary that is not involves an Obligor prior to or concurrently with (unless such dissolution, liquidation or winding up; and
(f) in connection with any Permitted Acquisition or other Investment permitted under Section 9.05, the Borrower or any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate -91- 4882-5123-79004861-6868-3896 v.123 with it, so long as (i) the Person surviving such merger or consolidation with any Subsidiary shall be a direct or indirect wholly-owned Subsidiary of the Borrower, (ii) in the case of any such merger or consolidation to which the Borrower is a party, the Borrower is the surviving Person, and (iii) in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the surviving Person is such Subsidiary Guarantor or concurrently therewith becomes a Subsidiary Guarantor.transaction involves more
Appears in 1 contract
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 (or otherwise merge, amalgamate or consolidate)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 AcquisitionsAcquisitions 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 amalgamation, consolidation, dissolution, winding up 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 and or (y) any other Obligor, such an Obligor must be the surviving or successor entity of such transaction (unless such transaction involves more than one Obligor, then or the surviving Person shall concurrently therewith become an Obligor must be the surviving or successor entity of such transaction) or (ii) any Subsidiary that is not an Obligor a Subsidiary Guarantor with or into any other Subsidiary that is not an Obligora Subsidiary Guarantor;
(b) the sale, lease, transfer or other disposition by (i) any Subsidiary Obligor of any or all of its property (upon voluntary liquidation liquidation, dissolution, winding-up or otherwise) to any other 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 liquidation, dissolution, winding-up or otherwise) to Borrower or any other Subsidiary that is not an ObligorSubsidiary;
(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 any other Subsidiary that is not an Obligor;
(d) mergers, amalgamations amalgamations, consolidations, dissolutions or consolidations liquidations of any Subsidiary to effectuate an any Asset Sale Sales permitted under Section 9.09; provided that such merger, amalgamation, consolidation, dissolution or liquidation does not include the loss of corporate identity of 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 of the Borrower 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 its 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; and
(f) in connection with any Permitted Acquisition or other Investment permitted under Section 9.05, the Borrower or any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate -91- 4882-5123-79004861-6868-3896 v.123 with it, so long as (i) the Person surviving such merger or consolidation with any Subsidiary shall be a direct or indirect wholly-owned Subsidiary of the Borrower, (ii) in the case of any such merger or consolidation to which the Borrower is a party, the Borrower is the surviving Person, and (iii) in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the surviving Person is such Subsidiary Guarantor or concurrently therewith becomes a Subsidiary Guarantor.
Appears in 1 contract
Samples: Credit Agreement (Establishment Labs Holdings Inc.)
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 (or otherwise merge, amalgamate or consolidate)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 AcquisitionsAcquisitions and any Acquisition permitted by Section 9.05(a) or Section 9.05(t), 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 amalgamation, consolidation, dissolution, winding up 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 and or (y) any other Obligor, such an Obligor must be the surviving or successor entity of such transaction (unless such transaction involves more than one Obligor, then or the surviving Person shall concurrently therewith become an Obligor must be the surviving or successor entity of such transaction) or (ii) any Subsidiary that is not an Obligor with or into any other Subsidiary that is not an Obligor;
(b) the sale, lease, transfer or other disposition by (i) any Subsidiary Obligor (other than the Borrower) of any or all of its property (upon voluntary liquidation liquidation, dissolution, winding-up or otherwise) to the any other 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 liquidation, dissolution, winding-up 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 an Obligor or (ii) any Subsidiary that is not an Obligor owned by a Subsidiary that is not an Obligor, to any other Subsidiary that is not an Obligor;
(d) mergers, amalgamations amalgamations, consolidations, dissolutions or consolidations liquidations of any Subsidiary to effectuate an any Asset Sale Sales permitted under Section 9.09;
(e) ; provided that the Borrower shall be the surviving or receiving party, as applicable, with respect to any Subsidiary may dissolvesuch merger, liquidate amalgamation, consolidation, dissolution 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 its assets and business are transferred to an Obligor or solely in that involves 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 upBorrower; and
(fe) in connection with any Permitted Acquisition or other Investment permitted under Section 9.05, the Borrower any Obligor or any Subsidiary of the Borrower its Subsidiaries may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate -91- 4882-5123-79004861-6868-3896 v.123 with it, so long as (i) the Person surviving such merger or consolidation with any Subsidiary shall be a direct or indirect wholly-owned Subsidiary of the Borrower, (ii) in the case of any such merger or consolidation to which the Borrower is a party, the Borrower is the surviving Person, and (iii) in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the surviving Person is such Subsidiary Guarantor or concurrently therewith becomes a Subsidiary Guarantor.
Appears in 1 contract
Fundamental Changes and Acquisitions. Such Obligor will not, and will not permit any of its Subsidiaries to and will use commercially reasonable efforts to not permit any Managed Company to, (i) enter into any transaction of merger, amalgamation or consolidation (or otherwise merge, amalgamate or consolidate), (ii) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or (iii) sell or issue any of its Disqualified Equity Interests or (iv) other than Permitted Acquisitions, make any Acquisition or otherwise acquire any business or substantially all the property from, or Equity Interests capital stock of, or be a party to any Acquisition acquisition of, any Person, except:
(a) Investments permitted under Section 9.05(e);
(b) the merger, amalgamation or consolidation or liquidation of any (i) any Subsidiary Guarantor with or into any other Obligor; provided that that, in the case of a merger, amalgamation or consolidation with respect to any such transaction involving (x) the or into Borrower, the Borrower must shall be the surviving or successor entity of such transaction and (y) any other Obligor, such Obligor must be the surviving or successor entity of such transaction (unless such transaction involves more than one Obligor, then an Obligor must be the surviving or successor entity of such transaction) or (ii) any Subsidiary that is not an Obligor with or into any other Subsidiary Managed Company (in each case that is not an Obligor) into any other Subsidiary or Managed Company; provided that, (x) in the case of a merger, amalgamation or consolidation with or into an Obligor, such Obligor shall be the surviving entity and (y) in the case of a merger, amalgamation or consolidation of a Managed Company with or into a Subsidiary, such Subsidiary shall be the surviving entity;
(bc) the sale, lease, transfer or other disposition by (i) any Subsidiary Guarantor of any or all of its property (upon voluntary liquidation or otherwise) to any Obligor or other Obligor, (ii) any Subsidiary that is not an Obligor or Managed Company of any or all of its property (upon voluntary liquidation or otherwise) to any other Subsidiary that is not an Obligorand (iii) any Managed Company of any or all of its property (upon voluntary liquidation or otherwise) to another Managed Company;
(cd) the sale, transfer or other disposition of the Equity Interests capital stock of (i) any Subsidiary to any Obligor or (ii) any Subsidiary that is not an Obligor Guarantor to any other Subsidiary that is not an Obligor;
(d) mergers, amalgamations or consolidations of any Subsidiary to effectuate an Asset Sale permitted under Section 9.09;
(e) the liquidation, winding up or dissolution of any Person (other than Holdings or Borrower) into any Subsidiary may dissolve, liquidate or wind up Obligor that is its affairs at any time, provided, parent entity; provided that, such dissolution, liquidation or winding up could not reasonably be expected to have a Material Adverse Effect and all of its assets and business are transferred to an Obligor or solely in the case of the liquidation, winding up or dissolution of a Subsidiary that is not Guarantor, the assets of such liquidating, wound up or dissolving Person shall become property of an Obligor, another Subsidiary that is not an Obligor prior to or concurrently with such dissolution, liquidation or winding up; and
(f) in connection Permitted Acquisitions (including by way of a merger with any or into a Subsidiary); provided that the aggregate consideration for all Permitted Acquisition or other Investment permitted under Section 9.05, Acquisitions shall not exceed the Borrower or any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate -91- 4882-5123-79004861-6868-3896 v.123 with it, so long as (i) the Person surviving such merger or consolidation with any Subsidiary shall be a direct or indirect wholly-owned Subsidiary of the Borrower, (ii) in the case of any such merger or consolidation to which the Borrower is a party, the Borrower is the surviving Person, and (iii) in the case of any such merger or consolidation to which a Subsidiary Guarantor is a party, the surviving Person is such Subsidiary Guarantor or concurrently therewith becomes a Subsidiary GuarantorAcquisitions Basket.
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