Common use of Fundamental Changes; Business Activities Clause in Contracts

Fundamental Changes; Business Activities. (a) The Borrower will not, nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or transfer all or substantially all its assets to any Person, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (i) any Subsidiary may merge into or transfer all or substantially all its assets to another Subsidiary, (ii) any Person acquired in a transaction not otherwise prohibited by this Agreement may merge into or consolidate with, or transfer all or substantially all its assets to, (x) any Subsidiary in a transaction in which the surviving or acquiring entity is a Subsidiary, (y) any special purpose Subsidiary formed for the purpose of effecting an acquisition and not conducting any business or holding assets other than de minimis assets may merge into or consolidate with any Person to be acquired in a transaction not otherwise prohibited by this Agreement, and (z) the Borrower in a transaction in which the surviving or acquiring entity is the Borrower, (iii) any Subsidiary may merge into or consolidate with or transfer all or substantially all its assets to any Person in a transaction permitted under Section 6.04 in which the surviving or acquiring entity is not a Subsidiary, (iv) any Subsidiary may merge into or consolidate with or transfer all or substantially all its assets to the Borrower in a transaction in which the surviving or acquiring entity is the Borrower, and (v) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders. (b) The Borrower will not, nor will it permit any Subsidiary to, engage, to any material extent, in any business other than (i) the production, marketing and distribution of food products, any related food or agricultural products, processes or business, the production, marketing and distribution of renewable fuels, neutraceuticals, biotech products and other renewable products (or by-products), any other business in which the Borrower or any Subsidiary was engaged on the Effective Date, and any business related, ancillary or complementary to the foregoing, (ii) transfers to and agreements with SPE Subsidiaries relating to Securitization Transactions and (iii) in the case of SPE Subsidiaries, Securitization Transactions and transactions incidental or related thereto.

Fundamental Changes; Business Activities. (ai) The Borrower will not, nor and will it not permit any Restricted Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or transfer all or substantially all its assets to any Person, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default or Unmatured Default shall have occurred and be continuingcontinuing (or, in the case of a Limited Condition Acquisition, no Default or Unmatured Default exists as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into), (iA) any Restricted Subsidiary (other than the Borrower) may merge into or transfer all or substantially all its assets to another Subsidiarythe Borrower in a transaction in which the Borrower is the surviving corporation, (iiB) any Person acquired in a transaction not otherwise prohibited by this Agreement (other than the Borrower) may merge into or consolidate with, or transfer all or substantially all its assets to, (x) with any Restricted Subsidiary in a transaction in which the surviving or acquiring entity is a SubsidiaryRestricted Subsidiary and, if any party to such merger or consolidation is a Loan Party, a Loan Party, (yC) any special purpose Restricted Subsidiary formed for the purpose of effecting an acquisition and not conducting any business or holding assets other than de minimis assets may merge into or consolidate with any Person to be acquired in a transaction not otherwise prohibited by this Agreement, and (z) the Borrower in a transaction in which the surviving or acquiring entity is other than the Borrower, (iii) any Subsidiary may merge into or consolidate with or transfer all or substantially all its assets to any Person in a transaction permitted under Section 6.04 7.03(e) in which which, after giving effect to such transaction, the surviving or acquiring entity is not a Restricted Subsidiary, (ivD) any Subsidiary may merge into or consolidate with or transfer all or substantially all its assets to the Borrower in a transaction in which the surviving or acquiring entity is the Borrower, and (v) any Restricted Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersLenders and (E) the Borrower may merge into or consolidate with any Person; provided that (i) the Borrower shall be the surviving Person (the “Surviving Person”) or (ii) if the Borrower is not the Surviving Person, (a) the Surviving Person shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, (b) the Lenders shall have received all documentation and other information with respect to the Surviving Person required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act; and (c) the Borrower shall have delivered to the Administrative Agent a customary opinion of counsel with respect to the Surviving Person and a certificate on behalf of the Borrower signed by one of its Authorized Officers stating that all conditions provided in this Section 7.02(c)(E) relating to such transaction have been satisfied; provided that any such merger or consolidation involving a Person that is not a wholly owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 7.03(d). (bii) The Borrower will not, nor and will it not permit any Subsidiary of its Restricted Subsidiaries to, engage, engage to any material extent, extent in any business other than (i) businesses of the production, marketing and distribution of food products, any related food or agricultural products, processes or business, the production, marketing and distribution of renewable fuels, neutraceuticals, biotech products and other renewable products (or by-products), any other business in which type conducted by the Borrower or any Subsidiary was engaged and the Restricted Subsidiaries on the Effective Date, Escrow Date and any business related, ancillary businesses reasonably related or complementary to the foregoing, (ii) transfers to and agreements with SPE Subsidiaries relating to Securitization Transactions and (iii) in the case of SPE Subsidiaries, Securitization Transactions and transactions incidental or related thereto.

Fundamental Changes; Business Activities. (a) The Borrower Company will not, nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or transfer all or substantially all its assets to any Person, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (i) any Subsidiary may merge into or transfer all or substantially all its assets to consolidate with another Subsidiary, provided that (A) in the case of any such merger or consolidation involving the Company, the Company shall be the surviving or continuing Person and (B) in the case of any such merger or consolidation involving a Subsidiary Guarantor, the surviving or continuing Person shall be a Subsidiary Guarantor or the Company, (ii) any Person acquired in a transaction not otherwise prohibited by this Agreement may merge into or consolidate with, or transfer all or substantially all its assets to, with (x) any Subsidiary in a transaction in which the surviving or acquiring entity continuing Person is a Subsidiary, Subsidiary and (y) any special purpose Subsidiary formed for the purpose of effecting an acquisition and not conducting any business or holding assets other than de minimis assets may merge into or consolidate with any Person to be acquired in a transaction not otherwise prohibited by this Agreement, and (z) the Borrower Company in a transaction in which the surviving or acquiring entity continuing Person is the BorrowerCompany, (iii) any Subsidiary may merge into or consolidate with or transfer all or substantially all its assets to any Person in a transaction permitted under not prohibited by Section 6.04 6.03(b) had such merger or consolidation been structured as an asset sale in which the surviving or acquiring entity continuing Person is not a Subsidiary, (iv) any Subsidiary may merge into or consolidate with or transfer all or substantially all its assets to the Borrower Company in a transaction in which the surviving or acquiring entity continuing Person is the Borrower, Company and (v) any Subsidiary may liquidate or dissolve if the Borrower Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Company and is not materially disadvantageous to the Lenders. (b) The Borrower Company will not sell, lease, license or otherwise transfer, in one transaction or in a series of transactions, all or substantially all of the assets of the Company and its Subsidiaries taken as a whole, in each case, whether now owned or hereafter acquired (it being understood that nothing in this clause (b) shall limit any such transfers between or among the Company and its Subsidiaries). (c) The Company will not, nor will it permit any Subsidiary to, engage, to any material extent, in any business other than (i) the production, marketing and distribution of food products, any related food or agricultural products, processes or business, the production, marketing and distribution of renewable fuels, neutraceuticals, biotech products and other renewable products (or by-products), any other business in which the Borrower Company or any Subsidiary was engaged in on the Effective Date, and any business related, ancillary or complementary to the foregoing, (ii) transfers to and agreements with SPE Subsidiaries relating to Securitization Transactions and (iii) in the case of SPE Subsidiaries, Securitization Transactions and transactions incidental or related thereto.

Fundamental Changes; Business Activities. (a) The Neither the Borrower will not, nor will it permit any Subsidiary to, will merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or transfer all or substantially all its assets to any Person, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (i) any Subsidiary Person may merge into or transfer all or substantially all its assets to another Subsidiarythe Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Person acquired in a transaction not otherwise prohibited by this Agreement (other than the Borrower) may merge into or consolidate with, or transfer all or substantially all its assets to, (x) with any Subsidiary in a transaction in which the surviving or acquiring entity is a SubsidiarySubsidiary (and, (y) if any special purpose party to such merger or consolidation is a Subsidiary formed for the purpose of effecting an acquisition and not conducting any business or holding assets other than de minimis assets may merge into or consolidate with any Person to be acquired in Loan Party, is a transaction not otherwise prohibited by this Agreement, and (z) the Borrower in a transaction in which the surviving or acquiring entity is the BorrowerSubsidiary Loan Party), (iii) any Subsidiary may merge into or consolidate with or transfer all or substantially all its assets to any Person (other than the Borrower) in a transaction permitted under Section 6.04 6.05 in which which, after giving effect to such transaction, the surviving or acquiring entity is not a Subsidiary, Subsidiary and (iv) any Subsidiary may merge into or consolidate with or transfer all or substantially all its assets to the Borrower in a transaction in which the surviving or acquiring entity is the Borrower, and (v) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-owned Subsidiary immediately prior thereto shall not be permitted unless it is also permitted under Section 6.04. (b) The Neither the Borrower will not, nor will it permit any Subsidiary to, engage, will engage to any material extent, extent in any business other than (i) businesses of the production, marketing and distribution of food products, any related food or agricultural products, processes or business, the production, marketing and distribution of renewable fuels, neutraceuticals, biotech products and other renewable products (or by-products), any other business in which type conducted by the Borrower or any Subsidiary was engaged and the Subsidiaries on the Original Effective Date, Date and any business related, ancillary or complementary to the foregoing, (ii) transfers to and agreements with SPE Subsidiaries relating to Securitization Transactions and (iii) in the case of SPE Subsidiaries, Securitization Transactions and transactions incidental or businesses reasonably related thereto.

Fundamental Changes; Business Activities. (a) The Borrower Company will not, nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or transfer all or substantially all its assets to any Person, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (i) any Subsidiary may merge into or transfer all or substantially all its assets to another Subsidiary, (ii) any Person acquired in a transaction not otherwise prohibited by this Agreement may merge into or consolidate with, or transfer all or substantially all its assets to, (x) any Subsidiary in a transaction in which the surviving or acquiring entity is a Subsidiary, (y) any special purpose Subsidiary formed for the purpose of effecting an acquisition and not conducting any business or holding assets other than de minimis assets may merge into or consolidate with any Person to be acquired in a transaction not otherwise prohibited by this Agreement, and (z) the Borrower Company in a transaction in which the surviving or acquiring entity is the BorrowerCompany, (iii) any Subsidiary may merge into or consolidate with or transfer all or substantially all its assets to any Person in a transaction permitted under Section 6.04 in which the surviving or acquiring entity is not a Subsidiary, (iv) any Subsidiary may merge into or consolidate with or transfer all or substantially all its assets to the Borrower Company in a transaction in which the surviving or acquiring entity is the BorrowerCompany, and (v) any Subsidiary may liquidate or dissolve if the Borrower Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Company and is not materially disadvantageous to the Lenders. (b) The Borrower Company will not, nor will it permit any Subsidiary to, engage, to any material extent, in any business other than (i) the production, marketing and distribution of food products, any related food or agricultural products, processes or business, the production, marketing and distribution of renewable fuels, neutraceuticals, biotech products and other renewable products (or by-products), any other business in which the Borrower Company or any Subsidiary was engaged on the Effective Date, and any business related, ancillary or complementary to the foregoing, (ii) transfers to and agreements with SPE Subsidiaries relating to Securitization Transactions and (iii) in the case of SPE Subsidiaries, Securitization Transactions and transactions incidental or related thereto.

Fundamental Changes; Business Activities. (a) The Borrower Company will not, nor and will it not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or transfer all or substantially all its assets to any Person, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, continuing (i) any Subsidiary may merge into or transfer all or substantially all its assets to another Subsidiarythe Company in a transaction in which the Company is the surviving corporation, (ii) any Person acquired in a transaction not otherwise prohibited by this Agreement (other than the Company) may merge into or consolidate with, or transfer all or substantially all its assets to, (x) with any Subsidiary in a transaction in which the surviving or acquiring entity is a SubsidiarySubsidiary and, (y) if any special purpose Subsidiary formed for the purpose of effecting an acquisition and not conducting any business party to such merger or holding assets other than de minimis assets may merge into or consolidate with any Person to be acquired in consolidation is a transaction not otherwise prohibited by this AgreementLoan Party, and (z) the Borrower in a transaction in which the surviving or acquiring entity is the BorrowerLoan Party, (iii) any Subsidiary may merge into or consolidate with or transfer all or substantially all its assets to any Person (other than the Company) in a transaction permitted under Section 6.04 6.05 in which which, after giving effect to such transaction, the surviving or acquiring entity is not a Subsidiary, (iv) any Subsidiary the Permitted Restructuring may merge into or consolidate with or transfer all or substantially all its assets to the Borrower in a transaction in which the surviving or acquiring entity is the Borrower, be carried out and (v) any Subsidiary (other than a Borrower) may liquidate or dissolve if the Borrower Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Company and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly owned Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04. (b) The Borrower Company will not, nor and will it not permit any Subsidiary of its Subsidiaries to, engage, engage to any material extent, extent in any business other than (i) businesses of the productiontype conducted by the Company and the Subsidiaries on the Third Restatement Effective Date and businesses reasonably related or complementary thereto, marketing including development, operation and distribution promotion of food certain gift products, any related food of other apparel or agricultural productsaccessories in a specialty store, processes catalogue or business, the production, marketing and distribution of renewable fuels, neutraceuticals, biotech products and other renewable products (or bye-products), any other business in which the Borrower or any Subsidiary was engaged on the Effective Date, and any business related, ancillary or complementary to the foregoing, (ii) transfers to and agreements with SPE Subsidiaries relating to Securitization Transactions and (iii) in the case of SPE Subsidiaries, Securitization Transactions and transactions incidental or related theretocommerce environment.

Fundamental Changes; Business Activities. (a) The Borrower will not, nor will it permit None of the Company or any Subsidiary to, will merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or transfer all or substantially all its assets to any Person, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuingcontinuing and the Company shall be in compliance on a pro forma basis with the covenants in Sections 6.07 and 6.08, (i) any Subsidiary Person may merge into or transfer all or substantially all its assets to another Subsidiarythe Company in a transaction in which the Company is the surviving Person, (ii) any Person acquired in a transaction not otherwise prohibited by this Agreement (other than the Company) may merge into or consolidate with, or transfer all or substantially all its assets to, (x) with any Subsidiary in a transaction in which the surviving or acquiring entity is a SubsidiarySubsidiary (and, (y) any special purpose if a Subsidiary formed for the purpose of effecting an acquisition and not conducting any business party to such a merger or holding assets other than de minimis assets may merge into or consolidate with any Person to be acquired in consolidation is a transaction not otherwise prohibited by this AgreementSubsidiary Guarantor, a Subsidiary Guarantor), and (z) the Borrower in a transaction in which the surviving or acquiring entity is the Borrower, (iii) any Subsidiary may merge into or consolidate with or transfer all or substantially all its assets to any Person in a transaction permitted under Section 6.04 in which the surviving or acquiring entity is not a Subsidiary, (iv) any Subsidiary may merge into or consolidate with or transfer all or substantially all its assets to the Borrower in a transaction in which the surviving or acquiring entity is the Borrower, and (v) any Subsidiary may liquidate or dissolve if the Borrower Company determines in good faith that such liquidation or dissolution is in not material to the best interests of the Borrower Company and its Subsidiaries taken as a whole and is not materially disadvantageous to the Lenders. (b) The Borrower Company will not, nor and will it not permit its Subsidiaries to, sell, transfer, lease or otherwise dispose of, directly or through any merger or consolidation and whether in one transaction or in a series of transactions, assets (including Equity Interests in Subsidiaries) representing all or substantially all the assets of the Company and the Subsidiaries (whether now owned or hereafter acquired), taken as a whole. (c) None of the Company or any Subsidiary to, engage, will engage to any material extent, extent in any business other than (i) businesses of the production, marketing type conducted by the Company and distribution of food products, any related food or agricultural products, processes or business, the production, marketing and distribution of renewable fuels, neutraceuticals, biotech products and other renewable products (or by-products), any other business in which the Borrower or any Subsidiary was engaged Subsidiaries on the Effective Date, date hereof and any business related, ancillary businesses reasonably related or complementary to the foregoing, (ii) transfers to and agreements with SPE Subsidiaries relating to Securitization Transactions and (iii) in the case of SPE Subsidiaries, Securitization Transactions and transactions incidental or related thereto.

Fundamental Changes; Business Activities. (a) The Borrower will not, nor will it permit None of the Company or any Subsidiary to, will merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or transfer all or substantially all its assets to any Person, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuingcontinuing and the Company shall be in compliance on a pro forma basis with the covenants in Sections 6.07 and 6.08, (i) any Subsidiary Person may merge into or transfer all or substantially all its assets to another Subsidiarythe Company in a transaction in which the Company is the surviving Person, (ii) any Person acquired in a transaction not otherwise prohibited by this Agreement (other than the Company) may merge into or consolidate with, or transfer all or substantially all its assets to, (x) with any Subsidiary in a transaction in which the surviving or acquiring entity is a SubsidiarySubsidiary (and, (y) any special purpose if a Subsidiary formed for the purpose of effecting an acquisition and not conducting any business party to such a merger or holding assets other than de minimis assets may merge into or consolidate with any Person to be acquired in consolidation is a transaction not otherwise prohibited by this AgreementSubsidiary Guarantor, a Subsidiary Guarantor), and (z) the Borrower in a transaction in which the surviving or acquiring entity is the Borrower, (iii) any Subsidiary may merge into or consolidate with or transfer all or substantially all its assets to into any Person in a transaction permitted under paragraph (b) of this Section 6.04 in which which, after giving effect to such transaction, the surviving or acquiring entity is not a Subsidiary, Subsidiary and (iv) any Subsidiary may merge into or consolidate with or transfer all or substantially all its assets to the Borrower in a transaction in which the surviving or acquiring entity is the Borrower, and (v) any Subsidiary may liquidate or dissolve if the Borrower Company determines in good faith that such liquidation or dissolution is in not material to the best interests of the Borrower Company and its Subsidiaries taken as a whole and is not materially disadvantageous to the Lenders. (ba) The Borrower Company will not, nor and will it not permit its Subsidiaries to, sell, transfer, lease or otherwise dispose of, directly or through any merger or consolidation and whether in one transaction or in a series of transactions, assets (including Equity Interests in Subsidiaries) representing all or substantially all the assets of the Company and the Subsidiaries (whether now owned or hereafter acquired), taken as a whole. (b) None of the Company or any Subsidiary to, engage, will engage to any material extent, extent in any business other than (i) businesses of the production, marketing type conducted by the Company and distribution of food products, any related food or agricultural products, processes or business, the production, marketing and distribution of renewable fuels, neutraceuticals, biotech products and other renewable products (or by-products), any other business in which the Borrower or any Subsidiary was engaged Subsidiaries on the Effective Date, date hereof and any business related, ancillary businesses reasonably related or complementary to the foregoing, (ii) transfers to and agreements with SPE Subsidiaries relating to Securitization Transactions and (iii) in the case of SPE Subsidiaries, Securitization Transactions and transactions incidental or related thereto.

Fundamental Changes; Business Activities. (a) The Neither the Borrower will not, nor will it permit any Subsidiary to, will merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or transfer all or substantially all its assets to any Person, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (i) any Subsidiary Person may merge into or transfer all or substantially all its assets to another Subsidiarythe Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Person acquired in a transaction not otherwise prohibited by this Agreement (other than the Borrower) may merge into or consolidate with, or transfer all or substantially all its assets to, (x) with any Subsidiary in a transaction in which the surviving or acquiring entity is a SubsidiarySubsidiary (and, (y) if any special purpose party to such merger or consolidation is a Subsidiary formed for the purpose of effecting an acquisition and not conducting any business or holding assets other than de minimis assets may merge into or consolidate with any Person to be acquired in Loan Party, is a transaction not otherwise prohibited by this Agreement, and (z) the Borrower in a transaction in which the surviving or acquiring entity is the BorrowerSubsidiary Loan Party), (iii) any Subsidiary may merge into or consolidate with or transfer all or substantially all its assets to any Person (other than the Borrower) in a transaction permitted under Section 6.04 6.05 in which which, after giving effect to such transaction, the surviving or acquiring entity is not a Subsidiary, Subsidiary and (iv) any Subsidiary may merge into or consolidate with or transfer all or substantially all its assets to the Borrower in a transaction in which the surviving or acquiring entity is the Borrower, and (v) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly-owned Subsidiary immediately prior thereto shall not be permitted unless it is also permitted under Section 6.04. (b) The Neither the Borrower will not, nor will it permit any Subsidiary to, engage, will engage to any material extent, extent in any business other than (i) businesses of the production, marketing and distribution of food products, any related food or agricultural products, processes or business, the production, marketing and distribution of renewable fuels, neutraceuticals, biotech products and other renewable products (or by-products), any other business in which type conducted by the Borrower or any Subsidiary was engaged and the Subsidiaries on the Effective Date, date hereof and any business related, ancillary or complementary to the foregoing, (ii) transfers to and agreements with SPE Subsidiaries relating to Securitization Transactions and (iii) in the case of SPE Subsidiaries, Securitization Transactions and transactions incidental or businesses reasonably related thereto.

Fundamental Changes; Business Activities. (a) The Borrower Parent will not, nor and will it not permit any Subsidiary to, merge into into, amalgamate with or consolidate with any other Person, or permit any other Person to merge into into, amalgamate with or consolidate with it, or transfer all or substantially all its assets to any Person, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, continuing (i) any Subsidiary (other than the Company) may merge into or transfer all or substantially all its assets to another Subsidiaryamalgamate with Parent in a transaction in which Parent is the surviving corporation, (ii) any Person acquired in a transaction not otherwise prohibited by this Agreement (other than the Company) may merge into into, amalgamate with or consolidate with, or transfer all or substantially all its assets to, (x) with any Subsidiary in a transaction in which the surviving or acquiring entity is a SubsidiarySubsidiary and (A) if any party to such merger, (y) any special purpose Subsidiary formed for the purpose of effecting an acquisition and not conducting any business amalgamation or holding assets other than de minimis assets may merge into or consolidate with any Person to be acquired in consolidation is a transaction not otherwise prohibited by this AgreementBorrower, a Borrower, and (zB) the Borrower in if any party to such merger, amalgamation or consolidation is a transaction in which the surviving or acquiring entity is the BorrowerLoan Party, a Loan Party, (iii) any Subsidiary may merge into or consolidate with or transfer all or substantially all its assets to any Person in a transaction permitted under Section 6.04 in which the surviving or acquiring entity is not a Subsidiary, [reserved] and (iv) any Subsidiary may merge into or consolidate with or transfer all or substantially all its assets to the Borrower in (other than a transaction in which the surviving or acquiring entity is the Borrower, and (v) any Subsidiary may liquidate or dissolve if the Borrower Parent determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Parent and is not materially disadvantageous to the Lenders; provided that any such merger, amalgamation or consolidation involving a Person that is not a wholly owned Subsidiary immediately prior to such merger, amalgamation or consolidation shall not be permitted unless it is also permitted by Section 6.04. (b) The Borrower Parent will not, nor and will it not permit any Subsidiary of its Subsidiaries to, engage, engage to any material extent, extent in any business other than (i) businesses of the production, marketing type conducted by the Parent and distribution of food products, any related food or agricultural products, processes or business, the production, marketing and distribution of renewable fuels, neutraceuticals, biotech products and other renewable products (or by-products), any other business in which the Borrower or any Subsidiary was engaged Subsidiaries on the Effective Date, Date and any business related, ancillary businesses reasonably related or complementary to the foregoing, (ii) transfers to and agreements with SPE Subsidiaries relating to Securitization Transactions and (iii) in the case of SPE Subsidiaries, Securitization Transactions and transactions incidental or related thereto.

Fundamental Changes; Business Activities. (a) The Borrower Company will not, nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or transfer all or substantially all its assets to any Person, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (i) any Subsidiary may merge into or transfer all or substantially all its assets to another Subsidiary, (ii) any Person acquired in a transaction not otherwise prohibited by this Agreement may merge into or consolidate with, or transfer all or substantially all its assets to, (x) any Subsidiary in a transaction in which the surviving or acquiring entity is a Subsidiary, (y) any special purpose Subsidiary formed for the purpose of effecting an acquisition and not conducting any business or holding assets other than de minimis assets may merge into or consolidate with any Person to be acquired in a transaction not otherwise prohibited by this Agreement, and (z) the Borrower Company in a transaction in which the surviving or acquiring entity is the BorrowerCompany, (iii) any Subsidiary may merge into or consolidate with or transfer all or substantially all its assets to any Person in a transaction permitted under Section 6.04 in which the surviving or acquiring entity is not a Subsidiary, (iv) any Subsidiary may merge into or consolidate with or transfer all or substantially all its assets to the Borrower Company in a transaction in which the surviving or acquiring entity is the BorrowerCompany, and (v) any Subsidiary may liquidate or dissolve if the Borrower Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Company and is not materially disadvantageous to the Lenders. (b) The Borrower Company will not, nor will it permit any Subsidiary to, engage, to any material extent, in any business other than (i) the production, marketing and distribution of food products, any related food or agricultural products, processes or business, the production, marketing and distribution of renewable fuels, neutraceuticals, biotech products and other renewable products (or by-by- products), any other business in which the Borrower Company or any Subsidiary was engaged on the Effective Date, and any business related, ancillary or complementary to the foregoing, (ii) transfers to and agreements with SPE Subsidiaries relating to Securitization Transactions and (iii) in the case of SPE Subsidiaries, Securitization Transactions and transactions incidental or related thereto.

Fundamental Changes; Business Activities. (a) The Borrower Company will not, nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or transfer all or substantially all its assets to any Person, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (i) any Subsidiary may merge into or transfer all or substantially all its assets to another Subsidiary, (ii) any Person acquired in a transaction not otherwise prohibited by this Agreement may merge into or consolidate with, or transfer all or substantially all its assets to, (x) any Subsidiary in a transaction in which the surviving or acquiring entity is a Subsidiary, (y) Subsidiary and any special purpose Subsidiary formed for the purpose of effecting an acquisition and not conducting any business or holding assets other than de minimis assets may merge into or consolidate with any Person to be acquired in a transaction not otherwise prohibited by this Agreement, and (z) the Borrower in a transaction in which the surviving or acquiring entity is the Borrower, (iii) any Subsidiary may merge into or consolidate with or transfer all or substantially all its assets to any Person in a transaction permitted under Section 6.04 in which the surviving or acquiring entity is not a SubsidiarySubsidiary (and, prior to the Fall-Away Date, is not the Company), (iv) any Subsidiary (except, prior to the Fall-Away Date, a Collateral Party) may merge into or consolidate with or transfer all or substantially all its assets to the Borrower Company in a transaction in which the surviving or acquiring entity is the BorrowerCompany, and (v) any Subsidiary (except, prior to the Fall-Away Date, a Collateral Party) may liquidate or dissolve if the Borrower Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Company and is not materially disadvantageous to the Lenders. (b) The Borrower Company will not, nor will it permit any Subsidiary to, engage, to any material extent, in any business other than (i) the production, marketing and distribution of food products, any related food or agricultural products, processes or business, the production, marketing and distribution of renewable fuels, neutraceuticals, biotech products and other renewable products (or by-products), any other business in which the Borrower Company or any Subsidiary was engaged on the Effective Date, and any business related, ancillary or complementary to the foregoing, (ii) transfers to and agreements with SPE Subsidiaries relating to Securitization Transactions and (iii) in the case of SPE Subsidiaries, Securitization Transactions and transactions incidental or related thereto.

Fundamental Changes; Business Activities. (a) The Borrower will not, nor will it permit None of the Company or any Subsidiary to, will merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or transfer all or substantially all its assets to any Person, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuingcontinuing and the Company shall be in compliance on a pro forma basis with the covenants in Sections 6.07 and 6.08, (i) any Subsidiary Person may merge into or transfer all or substantially all its assets to another Subsidiarythe Company in a transaction in which the Company is the surviving Person, (ii) any Person acquired in a transaction not otherwise prohibited by this Agreement (other than the Company) may merge into or consolidate with, or transfer all or substantially all its assets to, (x) with any Subsidiary in a transaction in which the surviving or acquiring entity is a SubsidiarySubsidiary (and, (y) any special purpose if a Subsidiary formed for the purpose of effecting an acquisition and not conducting any business party to such a merger or holding assets other than de minimis assets may merge into or consolidate with any Person to be acquired in consolidation is a transaction not otherwise prohibited by this AgreementSubsidiary Guarantor, a Subsidiary Guarantor), and (z) the Borrower in a transaction in which the surviving or acquiring entity is the Borrower, (iii) any Subsidiary may merge into or consolidate with or transfer all or substantially all its assets to any Person in a transaction permitted under Section 6.04 in which the surviving or acquiring entity is not a Subsidiary, (iv) any Subsidiary may merge into or consolidate with or transfer all or substantially all its assets to the Borrower in a transaction in which the surviving or acquiring entity is the Borrower, and (v) any Subsidiary may liquidate or dissolve if the Borrower Company determines in good faith that such liquidation or dissolution is in not material to the best interests of the Borrower Company and its Subsidiaries taken as a whole and is not materially disadvantageous to the Lenders. (ba) The Borrower Company will not, nor and will it not permit its Subsidiaries to, sell, transfer, lease or otherwise dispose of, directly or through any merger or consolidation and whether in one transaction or in a series of transactions, assets (including Equity Interests in Subsidiaries) representing all or substantially all the assets of the Company and the Subsidiaries (whether now owned or hereafter acquired), taken as a whole. (b) None of the Company or any Subsidiary to, engage, will engage to any material extent, extent in any business other than (i) businesses of the production, marketing type conducted by the Company and distribution of food products, any related food or agricultural products, processes or business, the production, marketing and distribution of renewable fuels, neutraceuticals, biotech products and other renewable products (or by-products), any other business in which the Borrower or any Subsidiary was engaged Subsidiaries on the Effective Date, date hereof and any business related, ancillary businesses reasonably related or complementary to the foregoing, (ii) transfers to and agreements with SPE Subsidiaries relating to Securitization Transactions and (iii) in the case of SPE Subsidiaries, Securitization Transactions and transactions incidental or related thereto.

Fundamental Changes; Business Activities. (a) The Borrower will not, nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or transfer all or substantially all its assets to any Person, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (i) any Subsidiary may merge into or transfer all or substantially all its assets to another Subsidiary, (ii) any Person acquired in a transaction not otherwise prohibited by this Agreement may merge into or consolidate with, or transfer all or substantially all its assets to, (x) any Subsidiary in a transaction in which the surviving or acquiring entity is a Subsidiary, (y) any special purpose Subsidiary formed for the purpose of effecting an acquisition and not conducting any business or holding assets other than de minimis assets may merge into or consolidate with any Person to be acquired in a transaction not otherwise prohibited by this Agreement, and (z) the Borrower in a transaction in which the surviving or acquiring entity is the Borrower, (iii) any Subsidiary may merge into or consolidate with or transfer all or substantially all its assets to any Person in a transaction permitted under Section 6.04 in which the surviving or acquiring entity is not a Subsidiary, (iv) any Subsidiary may merge into or consolidate with or transfer all or substantially all its assets to the Borrower in a transaction in which the surviving or acquiring entity is the Borrower, and (v) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the LendersLender. (ba) The Borrower will not, nor will it permit any Subsidiary to, engage, to any material extent, in any business other than (i) the production, marketing and distribution of food products, any related food or agricultural products, processes or business, the production, marketing and distribution of renewable fuels, neutraceuticals, biotech products and other renewable products (or by-products), any other business in which the Borrower or any Subsidiary was engaged on the Effective Closing Date, and any business related, ancillary or complementary to the foregoing, (ii) transfers to and agreements with SPE Subsidiaries relating to Securitization Transactions and (iii) in the case of SPE Subsidiaries, Securitization Transactions and transactions incidental or related thereto.

Fundamental Changes; Business Activities. (a) The Borrower will not, nor will it permit None of the Company or any Subsidiary to, will merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or transfer all or substantially all its assets to any Person, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuingcontinuing and the Company shall be in compliance on a pro forma basis with the covenant in Section 6.06, (i) any Subsidiary Person may merge into or transfer all or substantially all its assets to another Subsidiarythe Company in a transaction in which the Company is the surviving Person, (ii) any Person acquired in a transaction not otherwise prohibited by this Agreement (other than the Company) may merge into or consolidate with, or transfer all or substantially all its assets to, (x) with any Subsidiary in a transaction in which the surviving or acquiring entity is a SubsidiarySubsidiary (and, (y) any special purpose if a Subsidiary formed for the purpose of effecting an acquisition and not conducting any business party to such a merger or holding assets other than de minimis assets may merge into or consolidate with any Person to be acquired in consolidation is a transaction not otherwise prohibited by this AgreementSubsidiary Guarantor, and (z) the Borrower in a transaction in which the surviving or acquiring entity is the BorrowerSubsidiary Guarantor), (iii) any Subsidiary may merge into or consolidate with or transfer all or substantially all its assets to into any Person in a transaction permitted under paragraph (b) of this Section 6.04 in which which, after giving effect to such transaction, the surviving or acquiring entity is not a Subsidiary, Subsidiary and (iv) any Subsidiary may merge into or consolidate with or transfer all or substantially all its assets to the Borrower in a transaction in which the surviving or acquiring entity is the Borrower, and (v) any Subsidiary may liquidate or dissolve if the Borrower Company determines in good faith that such liquidation or dissolution is in not material to the best interests of the Borrower Company and its Subsidiaries taken as a whole and is not materially disadvantageous to the Lenders. (b) The Borrower Company will not, nor and will it not permit its Subsidiaries to, sell, transfer, lease or otherwise dispose of, directly or through any merger or consolidation and whether in one transaction or in a series of transactions, assets (including Equity Interests in Subsidiaries) representing all or substantially all the assets of the Company and the Subsidiaries (whether now owned or hereafter acquired), taken as a whole. (c) None of the Company or any Subsidiary to, engage, will engage to any material extent, extent in any business other than (i) businesses of the production, marketing type conducted by the Company and distribution of food products, any related food or agricultural products, processes or business, the production, marketing and distribution of renewable fuels, neutraceuticals, biotech products and other renewable products (or by-products), any other business in which the Borrower or any Subsidiary was engaged Subsidiaries on the Effective Date, date hereof and any business related, ancillary businesses reasonably related or complementary to the foregoing, (ii) transfers to and agreements with SPE Subsidiaries relating to Securitization Transactions and (iii) in the case of SPE Subsidiaries, Securitization Transactions and transactions incidental or related thereto.

Fundamental Changes; Business Activities. (a) The Borrower Company will not, nor and will it not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or transfer all or substantially all its assets to any Person, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (i) any Subsidiary may merge into or transfer all or substantially all its assets to another Subsidiarythe Company in a transaction in which the Company is the surviving corporation, (ii) any Person acquired in a transaction not otherwise prohibited by this Agreement (other than the Company) may merge into or consolidate with, or transfer all or substantially all its assets to, (x) with any Subsidiary in a transaction in which the surviving or acquiring entity is a SubsidiarySubsidiary and, (y) if any special purpose Subsidiary formed for the purpose of effecting an acquisition and not conducting any business party to such merger or holding assets other than de minimis assets may merge into or consolidate with any Person to be acquired in consolidation is a transaction not otherwise prohibited by this AgreementLoan Party, and (z) the Borrower in a transaction in which the surviving or acquiring entity is the BorrowerLoan Party, (iii) any Subsidiary may merge into or consolidate with or transfer all or substantially all its assets to any Person (other than the Company) in a transaction permitted under Section 6.04 6.05 in which which, after giving effect to such transaction, the surviving or acquiring entity is not a Subsidiary, Subsidiary and (iv) any Subsidiary may merge into or consolidate with or transfer all or substantially all its assets to the Borrower in a transaction in which the surviving or acquiring entity is the Borrower, and (v) any Subsidiary may liquidate or dissolve if the Borrower Company determines in good faith that such liquidation or dissolution is in the best interests of the Borrower Company and is not materially disadvantageous to the Lenders; provided that any such merger or consolidation involving a Person that is not a wholly owned Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04. Nothing in this paragraph shall prohibit the Company or any Subsidiary from effecting the Acquisition. (b) The Borrower Company will not, nor and will it not permit any Subsidiary of its Subsidiaries to, engage, engage to any material extent, extent in any business other than (i) businesses of the productiontype conducted by the Company and the Subsidiaries on the date hereof and businesses reasonably related or complementary thereto, marketing including development, operation and distribution promotion of food certain gift products, any related food of other apparel or agricultural productsaccessories in a specialty store, processes catalogue or business, the production, marketing and distribution of renewable fuels, neutraceuticals, biotech products and other renewable products (or bye-products), any other business in which the Borrower or any Subsidiary was engaged on the Effective Date, and any business related, ancillary or complementary to the foregoing, (ii) transfers to and agreements with SPE Subsidiaries relating to Securitization Transactions and (iii) in the case of SPE Subsidiaries, Securitization Transactions and transactions incidental or related theretocommerce environment.