Common use of Fundamental Changes; Business Activities Clause in Contracts

Fundamental Changes; Business Activities. (a) Parent will not, and will not permit any Restricted Subsidiary to, merge into, amalgamate with or consolidate with any other Person, or permit any other Person to merge into, amalgamate with or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Restricted Subsidiary (other than the Company) may merge into or amalgamate with Parent in a transaction in which Parent is the surviving corporation, (ii) any Person (other than the Company) may merge into, amalgamate with or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger, amalgamation or consolidation is a Loan Party, a Loan Party, (iii) any Restricted Subsidiary may merge into, amalgamate with or consolidate with any Person (other than the Company) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, (iv) any Restricted Subsidiary (other than the Canadian Borrower) may liquidate or dissolve if Parent determines in good faith that such liquidation or dissolution is in the best interests of 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 Restricted Subsidiary immediately prior to such merger, amalgamation or consolidation shall not be permitted unless it is also permitted by Section 6.04 and (v) the Company may merge into a newly formed Domestic Subsidiary of Parent in connection with a Permitted Borrower Reorganization. Nothing in this paragraph shall prohibit Parent or any Restricted Subsidiary from effecting the Acquisition.

Fundamental Changes; Business Activities. (a) Parent will not, and will not permit None of the Company or any Restricted Subsidiary to, will merge into, amalgamate with into or consolidate with any other Person, or permit any other Person to merge into, amalgamate with into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing continuing, (i) any Restricted Subsidiary (other than the Company) Person may merge into or amalgamate with Parent the Company in a transaction in which Parent the Company is the surviving corporation, (ii) any Person (other than the Company) may merge intoor consolidate with any Foreign Borrower in a transaction in which the surviving entity is a Foreign Borrower, amalgamate with (iii) any Person (other than a Borrower) may merge or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger, amalgamation merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iiiiv) any Restricted Subsidiary may merge into, amalgamate with into or consolidate with any Person (other than the Companya Borrower) in a transaction permitted under Section 6.05 6.06 in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, and (ivv) any Restricted Subsidiary (other than the Canadian a Foreign Borrower, unless such Foreign Borrower shall substantially contemporaneously cease to be a Foreign Borrower in accordance with Section 2.25) may liquidate or dissolve if Parent the Company determines in good faith that such liquidation or dissolution is in the best interests of Parent the Company and is not materially disadvantageous to the Lenders; provided that the assets and operations of any such merger, amalgamation or consolidation involving a Person Material Subsidiary that is not liquidated or dissolved shall be transferred to the Company, a wholly owned Restricted Subsidiary immediately prior to Loan Party, or the direct holder of the Equity Interests of such merger, amalgamation or consolidation shall not be permitted unless it is also permitted by Section 6.04 and (v) the Company may merge into a newly formed Domestic Material Subsidiary of Parent in connection with a Permitted Borrower Reorganization. Nothing in this paragraph shall prohibit Parent or any Restricted Subsidiary from effecting the Acquisitiontherewith.

Fundamental Changes; Business Activities. (a) Parent Neither the Company nor any Subsidiary will not, and will not permit any Restricted Subsidiary to, merge into, amalgamate with into or consolidate with any other Person, or permit any other Person to merge into, amalgamate with into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing continuing, (i) any Restricted Subsidiary (other than the Company) Person may merge into or amalgamate with Parent the Company in a transaction in which Parent the Company is the surviving corporation, (ii) any Person (other than the Companya Borrower) may merge into, amalgamate with or consolidate with any Restricted Subsidiary (other than a Subsidiary Borrower) in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger, amalgamation merger or consolidation is a Domestic Subsidiary Loan Party, is a Domestic Subsidiary Loan Party), (iii) any Restricted Subsidiary Person may merge intointo a Subsidiary Borrower in a transaction in which a Subsidiary Borrower is the surviving corporation (and, amalgamate with if any party to such merger is a Domestic Subsidiary Borrower, is a Domestic Subsidiary Borrower), (iv) any Subsidiary (other than a Subsidiary Borrower) may merge into or consolidate with any Person (other than the Company) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, which the surviving entity is not a Restricted Subsidiary, Subsidiary and (ivv) any Restricted Subsidiary (other than the Canadian Borrowerany Designated Subsidiary) may liquidate or dissolve if Parent the Company determines in good faith that such liquidation or dissolution is in the best interests of Parent the Company and is not materially disadvantageous to the Lenders; provided that any such merger, amalgamation merger or consolidation involving a Person that is not a wholly direct or indirect wholly-owned Restricted Subsidiary immediately prior to such merger, amalgamation or consolidation thereto shall not be permitted unless it is also permitted by under Section 6.04 and (v) the Company may merge into a newly formed Domestic Subsidiary of Parent in connection with a Permitted Borrower Reorganization. Nothing in this paragraph shall prohibit Parent or any Restricted Subsidiary from effecting the Acquisition6.04.

Fundamental Changes; Business Activities. (a) Parent Symmetry and the Borrowers will not, and will not permit any Restricted Subsidiary to, merge into, amalgamate with into or consolidate or amalgamate with any other Person, or permit any other Person to merge into, amalgamate with into or consolidate or amalgamate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Restricted Subsidiary (other than the CompanyNovamerican Parent or a Borrower) may merge into or amalgamate with Parent a Borrower in a transaction in which Parent such Borrower is the surviving corporation, (ii) any Person (other than the CompanySymmetry, Novamerican Parent or a Borrower) may merge into, into or amalgamate with or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger, amalgamation or consolidation merger is a Loan Subsidiary Party, a Loan Party, Subsidiary Party and (iii) any Restricted Subsidiary may merge into, amalgamate with or consolidate with any Person (other than the Company) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, (iv) any Restricted Subsidiary (other than the Canadian a Borrower) may liquidate or dissolve if Parent determines the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of Parent the Borrowers and is not materially disadvantageous to the Lenders; provided that (A) any such merger, merger or amalgamation or consolidation involving a Person that is not a wholly wholly-owned Restricted Subsidiary immediately prior to such merger, merger or amalgamation or consolidation shall not be permitted unless it is also permitted by Section 6.04 and (vB) the Company may merge into a newly formed Domestic Subsidiary of Parent in connection with a Permitted Borrower Reorganization. Nothing in this paragraph shall prohibit no transaction described above that involves Symmetry, Novamerican Parent or any Restricted Subsidiary from effecting either Borrower shall be permitted unless Symmetry, Novamerican Parent or such Borrower, as the Acquisitioncase may be, is the surviving Person in such transaction.

Fundamental Changes; Business Activities. (a) Parent 3.None of Xxxxxx USA, the Company or any other Subsidiary will not, and will not permit any Restricted Subsidiary to, merge into, amalgamate with into or consolidate with any other Person, or permit any other Person to merge into, amalgamate with into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing continuing, (i) any Restricted Subsidiary Person (other than the Company) may merge into or amalgamate with Parent Xxxxxx USA in a transaction in which Parent Xxxxxx USA is the surviving corporation, (ii) any Person (other than Xxxxxx USA) may merge into the Company in a transaction in which the Company is the surviving corporation, (iii) any Person (other than Xxxxxx USA or the Company) may merge into, amalgamate with or consolidate with any Restricted Subsidiary (other than the Company) in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger, amalgamation merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iiiiv) any Restricted Subsidiary (other than the Company) may merge into, amalgamate with into or consolidate with any Person (other than Xxxxxx USA or the Company) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, Subsidiary and (ivv) any Restricted Subsidiary (other than the Canadian BorrowerCompany) may liquidate or dissolve if Parent the Company determines in good faith that such liquidation or dissolution is in the best interests of Parent the 126 Company and is not materially disadvantageous to the Lenders; provided that any such merger, amalgamation merger or consolidation involving a Person that is not a wholly wholly-owned Restricted Subsidiary immediately prior to such merger, amalgamation or consolidation thereto shall not be permitted unless it is also permitted by under Section 6.04 and (v) the Company may merge into a newly formed Domestic Subsidiary of Parent in connection with a Permitted Borrower Reorganization. Nothing in this paragraph shall prohibit Parent or any Restricted Subsidiary from effecting the Acquisition6.04.

Fundamental Changes; Business Activities. (a) Parent None of the Loan Parties and their Subsidiaries will not, and will not permit any Restricted Subsidiary to, merge into, consolidate or amalgamate with any other Person or consolidate enter into a plan of arrangement or scheme of arrangement or corporate reconstruction with any other Person, or permit any other Person to merge into, amalgamate with into it or consolidate or amalgamate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing continuing, (i) any Restricted Subsidiary other Loan Party may merge into the Company in a transaction in which the Company is the surviving entity, (ii) any other Loan Party may merge into a Borrower (other than the Company) may merge into or amalgamate with Parent in a transaction in which Parent such Borrower is the surviving corporationentity, (iiiii) any Person (other than the Companya Borrower) may merge intomerge, consolidate or amalgamate with or consolidate with any Restricted Subsidiary of a Loan Party (other than a Subsidiary that is a Borrower) in a transaction in which the surviving entity is a Restricted Subsidiary of a Loan Party (and, if any party to such merger, consolidation or amalgamation or consolidation is a Loan PartyGuarantor, only if the surviving entity is a Guarantor), (iv) any Subsidiary of a Loan Party, Party (iiiother than a Subsidiary that is a Borrower) any Restricted Subsidiary may merge into, consolidate or amalgamate with or consolidate with any Person (other than the Companya Loan Party) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Restricted SubsidiarySubsidiary of a Loan Party, (ivv) any Restricted Subsidiary of a Loan Party (other than the Canadian a Subsidiary that is a Borrower) may liquidate or dissolve if Parent determines the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of Parent the Borrowers and is will not materially disadvantageous to adversely affect the Lenders, so long as contemporaneously with the liquidation or dissolution thereof, the Administrative Agent and the parent of such Subsidiary shall enter into such Security Documents or amendments thereto as reasonably required by the Administrative Agent to maintain the Lien (and perfection thereof) in favor of the Administrative Agent in respect of the assets of such Subsidiary, including any Equity Interests of any Subsidiary thereof; provided that any such merger, consolidation or amalgamation or consolidation involving a Person that is not a wholly wholly-owned Restricted Subsidiary immediately prior to such merger, amalgamation or consolidation thereto shall not be permitted unless it is also permitted by under Section 6.04 and (vvi) the Company may merge into a newly formed Domestic Subsidiary of Parent in connection with a Permitted Borrower Reorganization. Nothing in this paragraph shall prohibit Parent any Loan Party (or any Restricted Subsidiary from effecting Subsidiary) may enter into or effect any such transaction if such transaction is conditioned upon, prior to or simultaneously with the Acquisitionclosing of such transaction, the Loans (including all accrued and unpaid interest thereon) being repaid in full and all other outstanding Loan Document Obligations being paid in full, and prior to or simultaneously with the closing of such transaction, the Loans (including all accrued and unpaid interest thereon) are repaid in full and all other outstanding Loan Document Obligations are paid in full.

Fundamental Changes; Business Activities. (a) Parent No Loan Party will, nor will not, and will not it permit any Restricted Subsidiary to, merge into, amalgamate with into or consolidate with any other Person, or permit any other Person to merge into, amalgamate with into or consolidate with it, or transfer all or substantially all its assets to any Person, or liquidate or dissolvedissolve (other than any Excluded Transfer), 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 Restricted Borrower or any Subsidiary of a Borrower (other than the CompanyCompany or TFM) may merge into or amalgamate with Parent transfer all or substantially all its assets to a Borrower (other than the Company or TFM) in a transaction in which Parent a Borrower (other than the Company or TFM) is the surviving corporationor acquiring entity, (ii) any Person Subsidiary (other than the Companya Borrower) or any Person acquired in a transaction permitted under Section 6.04 may merge into, amalgamate with into or consolidate with with, or transfer all or substantially all its assets to, any Restricted Subsidiary (other than TFM) in a transaction in which the surviving or acquiring entity is a Restricted Subsidiary (and, if any party to such merger, amalgamation merger or consolidation is a Loan Party, is a Loan Party), (iii) any Restricted Subsidiary (other a Loan Party) may merge into, amalgamate with 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 6.05 in which, after giving effect to such transaction, which the surviving or acquiring entity is not a Restricted Subsidiary, (iv) the Company and its Subsidiaries may consummate the Permitted Lakeside Disposition, (v) any Restricted Subsidiary (other than a Loan Party) may merge into or consolidate with or transfer all or substantially all its assets to the Canadian BorrowerCompany in a transaction in which the surviving or acquiring entity is the Company, and (vi) any Subsidiary that is not a Loan Party may liquidate or dissolve if Parent the Company determines in good faith that such liquidation or dissolution is in the best interests of Parent the Company and is not materially disadvantageous to the Lenders; provided that any such merger, amalgamation merger or consolidation or transfer of all or substantially all assets involving a Person that is not a wholly wholly-owned Restricted Subsidiary immediately prior to such merger, amalgamation or consolidation thereto shall not be permitted unless it is also permitted by Section 6.04 and (v) the Company may merge into a newly formed Domestic Subsidiary of Parent in connection with a Permitted Borrower Reorganization. Nothing in this paragraph shall prohibit Parent or any Restricted Subsidiary from effecting the Acquisition6.04.

Fundamental Changes; Business Activities. (a) Parent will not, and will not permit any Restricted Subsidiary to, merge into, amalgamate with Merge into or consolidate with any other Person, or permit any other Person to merge into, amalgamate with into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing continuing, (i) any Restricted Subsidiary (other than of the Company) Borrower may merge into or amalgamate with Parent the Borrower in a transaction in which Parent the Borrower is the surviving corporation, (ii) any Person (other than Subsidiary of the Company) Borrower may merge into, amalgamate with or consolidate with any Restricted other Subsidiary of the Borrower in a transaction in which the surviving entity is a Restricted Subsidiary of the Borrower (and, if any party to such merger, amalgamation merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iii) any Restricted Subsidiary may merge into, amalgamate with into or consolidate with any Person (other than the Company) in a transaction permitted under Section 6.05 7.05 in which, after giving effect to such transaction, which the surviving entity is not a Restricted Subsidiary, (iv) the Borrower or any Restricted Subsidiary of the Borrower may merge with any other Person in a Permitted Acquisition provided that (A) if the Borrower is a party to such transaction, the Borrower is the surviving entity and (B) if the Borrower is not a party to such transaction and a Subsidiary Loan Party is a party to such transaction, a Subsidiary Loan Party is the surviving entity and (v) any Subsidiary (other than the Canadian Borrowerany Material Subsidiary) may liquidate or dissolve if Parent the Borrower determines in good faith that such liquidation or dissolution is in the best interests of Parent the Borrower and is not materially disadvantageous to the Lenders; provided that any such merger, amalgamation merger or consolidation involving a Person that is not a wholly wholly-owned Restricted Subsidiary immediately prior to such merger, amalgamation or consolidation thereto shall not be permitted unless it is also permitted by under Section 6.04 and (v) the Company may merge into a newly formed Domestic Subsidiary of Parent in connection with a Permitted Borrower Reorganization. Nothing in this paragraph shall prohibit Parent or any Restricted Subsidiary from effecting the Acquisition7.04.

Fundamental Changes; Business Activities. (a) Parent The Borrower will not, and will not permit any Restricted Subsidiary to, merge into, amalgamate with or consolidate with any other Person, or permit any other Person to merge into, amalgamate with or consolidate with it, consummate a Division as the Dividing Person, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing continuing, (i) any Restricted Subsidiary (other than the Company) that is a Domestic Subsidiary may merge into or amalgamate with Parent the Borrower in a transaction in which Parent the Borrower is the surviving corporation, (ii) any Person (other than the CompanyBorrower) may merge into, amalgamate with or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger, amalgamation or consolidation is a Loan Party, a Loan PartyParty (and, if any party to such merger, amalgamation or consolidation is the Borrower, the surviving entity shall be the Borrower), (iii) any Restricted Subsidiary may merge into, amalgamate with into or consolidate with any Person (other than the CompanyBorrower) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, (iv) without restricting any transactions permitted by the other clauses in this Section 6.03(a), any Restricted Subsidiary (other than the Canadian Borrower) may liquidate or dissolve dissolve, and any Restricted Subsidiary that is not a Loan Party may be merged or consolidated with any other Restricted Subsidiary that is not a Loan Party, in each case if Parent the Borrower determines in good faith that such liquidation or dissolution or other transaction is in the best interests of Parent the Borrower and is not materially disadvantageous to the LendersLenders and (v) any Restricted Subsidiary that is an LLC may consummate a Division as the Dividing Person if, (x) immediately upon the consummation of the Division, (1) the assets of the applicable Dividing Person are held by one or more Restricted Subsidiaries at such time, or (2) with respect to assets not so held by one or more Restricted Subsidiaries, such Division, in the aggregate, would otherwise result in a Disposition permitted by Section 6.05 and (y) all Division Successors referred to in clause (x)(1), to the extent not already a Loan Party, shall comply with the requirements of Section 5.03 to the extent any such Division Successor is a Designated Subsidiary; provided that any such merger, amalgamation merger or consolidation Division involving a Person that is not a wholly owned Restricted Subsidiary immediately prior to such merger, amalgamation merger or consolidation Division shall not be permitted unless it is also permitted by Section 6.04 and (v) the Company may merge into a newly formed Domestic Subsidiary of Parent in connection with a Permitted Borrower Reorganization. Nothing in this paragraph shall prohibit Parent or any Restricted Subsidiary from effecting the Acquisition6.04.

Fundamental Changes; Business Activities. (a) Parent The Company will not, and will not permit any Restricted Subsidiary to, merge into, amalgamate with into or consolidate with any other Person, or permit any other Person to merge into, amalgamate with into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing continuing, (i) any Restricted Subsidiary may (other than the CompanyA) may merge into or amalgamate with Parent the Company in a transaction in which Parent the Company is the surviving corporationentity and (B) merge into a Borrowing Subsidiary in a transaction in which the Borrowing Subsidiary is the surviving entity, (ii) any Person (other than the Company) may merge into, amalgamate with into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger, amalgamation merger or consolidation is a Loan Party, a Loan Party, (iii) any Restricted Subsidiary may merge into, amalgamate with into or consolidate with any Person (other than the Company) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, Subsidiary and (iv) any Restricted Subsidiary (other than the Canadian a Borrower) may liquidate or dissolve if Parent the Company determines in good faith that such liquidation or dissolution is in the best interests of Parent the Company and is not materially disadvantageous to the Lenders; provided that any such merger, amalgamation merger or consolidation involving a Person that is not a wholly wholly-owned Restricted Subsidiary immediately prior to such merger, amalgamation merger or consolidation shall not be permitted unless it is also permitted by Section 6.04 and (v) the Company may merge into a newly formed Domestic Subsidiary of Parent in connection with a Permitted Borrower Reorganization6.04. Nothing in this paragraph shall prohibit Parent the Company or any Restricted Subsidiary from effecting the Acquisition.

Fundamental Changes; Business Activities. (a) Parent will not, and will not permit any Restricted Subsidiary to, merge into, amalgamate with into or consolidate with any other Person, or permit any other Person to merge into, amalgamate with or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing continuing, (i) any Restricted Subsidiary (other than the CompanyBorrower) may merge into or amalgamate with Parent in a transaction in which Parent is the surviving corporation, (ii) any Person (other than Parent or the CompanyBorrower) may merge into, amalgamate with into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger, amalgamation merger or consolidation is a Loan Party, a Loan Party, (iii) any Restricted Subsidiary may merge into, amalgamate with into or consolidate with any Person (other than Parent or the CompanyBorrower) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, and (iv) without restricting any transactions permitted by the other clauses in this Section 6.03(a), any Restricted Subsidiary (other than the Canadian Borrower) may liquidate or dissolve dissolve, and any Restricted Subsidiary that is not a Loan Party may be merged, amalgamated or combined with any other Restricted Subsidiary that is not a Loan Party, in each case if Parent determines in good faith that such liquidation or dissolution or other transaction is in the best interests of Parent and is not materially disadvantageous to the Lenders; provided that any such merger, amalgamation merger or consolidation involving a Person that is not a wholly owned Restricted Subsidiary immediately prior to such merger, amalgamation merger or consolidation shall not be permitted unless it is also permitted by Section 6.04 and (v) the Company may merge into a newly formed Domestic Subsidiary of Parent in connection with a Permitted Borrower Reorganization. Nothing in this paragraph shall prohibit Parent or any Restricted Subsidiary from effecting the Acquisition.6.04..

Fundamental Changes; Business Activities. (a) Parent The Company will not, and will not permit any Restricted Subsidiary to, merge into, amalgamate with into or consolidate with any other Person, or permit any other Person to merge into, amalgamate with into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing continuing, (i) any Restricted Subsidiary may (other than the CompanyA) may merge into or amalgamate with Parent the Company in a transaction in which Parent the Company is the surviving corporationentity and (B) merge into a Borrowing Subsidiary in a transaction in which the Borrowing Subsidiary is the surviving entity, (ii) any Person (other than the Company) may merge into, amalgamate with into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, and (A) if any party to such mergermerger or consolidation is a Borrowing Subsidiary, amalgamation a Borrowing Subsidiary and (B) if any party to such merger or consolidation is a Loan Party, a Loan Party, (iii) any Restricted Subsidiary (other than a Borrowing Subsidiary) may merge into, amalgamate with into or consolidate with any Person (other than the Company) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, Subsidiary and (iv) any Restricted Subsidiary (other than the Canadian Borrowera Borrowing Subsidiary) may liquidate or dissolve if Parent the Company determines in good faith that such liquidation or dissolution is in the best interests of Parent the Company and is not materially disadvantageous to the Lenders; provided that any such merger, amalgamation merger or consolidation involving a Person that is not a wholly wholly-owned Restricted Subsidiary immediately prior to such merger, amalgamation merger or consolidation shall not be permitted unless it is also permitted by Section 6.04 and (v) the Company may merge into a newly formed Domestic Subsidiary of Parent in connection with a Permitted Borrower Reorganization. Nothing in this paragraph shall prohibit Parent or any Restricted Subsidiary from effecting the Acquisition6.04.

Fundamental Changes; Business Activities. (a) Parent None of the Company or any Subsidiary will not, and will not permit any Restricted Subsidiary to, merge into, amalgamate with into or consolidate with any other Person, or permit any other Person to merge into, amalgamate with into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing continuing, (i) any Restricted Subsidiary (other than the Company) Person may merge into or amalgamate with Parent the Company in a transaction in which Parent the Company is the surviving corporation, (ii) any Person (other than the Company) may merge into, amalgamate with or consolidate with any Restricted Foreign Borrower in a transaction in which the surviving entity is a Foreign Borrower, (iii) any Person (other than a Borrower) may merge or consolidate with any Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger, amalgamation merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iiiiv) any Restricted Subsidiary may merge into, amalgamate with into or consolidate with any Person (other than the Companya Borrower) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, and (ivv) any Restricted Subsidiary (other than the Canadian a Foreign Borrower, unless such Foreign Borrower shall substantially contemporaneously cease to be a Foreign Borrower in accordance with Section 2.23) may liquidate or dissolve if Parent the Company determines in good faith that such liquidation or dissolution is in the best interests of Parent the Company and is not materially disadvantageous to the Lenders; provided that the assets and operations of any such merger, amalgamation or consolidation involving a Person Material Subsidiary that is not liquidated or dissolved shall be transferred to the Company, a wholly owned Restricted Subsidiary immediately prior to Loan Party, or the direct holder of the Equity Interests of such merger, amalgamation or consolidation shall not be permitted unless it is also permitted by Section 6.04 and (v) the Company may merge into a newly formed Domestic Material Subsidiary of Parent in connection with a Permitted Borrower Reorganization. Nothing in this paragraph shall prohibit Parent or any Restricted Subsidiary from effecting the Acquisitiontherewith.

Fundamental Changes; Business Activities. (a) Parent Neither the Company nor any Subsidiary will not, and will not permit any Restricted Subsidiary to, merge into, amalgamate with into or consolidate with any other Person, or permit any other Person to merge into, amalgamate with into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing continuing, (i) any Restricted Subsidiary Person (other than the Companyincluding any Borrowing Subsidiary) may merge into or amalgamate with Parent the Company in a transaction in which Parent the Company is the surviving corporation, (ii) any Person (other than the Company) may merge into, amalgamate with into or consolidate with any Restricted Borrowing Subsidiary in a transaction in which such Borrowing Subsidiary (or, in the case of any such transaction involving more than one Borrowing Subsidiary, a Borrowing Subsidiary) is the surviving entity, (iii) any Person (other than the Company or any Borrowing Subsidiary) may merge or consolidate with any Subsidiary (other than any Borrowing Subsidiary) in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger, amalgamation merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iiiiv) any Restricted Subsidiary (other than any Borrowing Subsidiary) may merge into, amalgamate with into or consolidate with any Person (other than the Company) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, Subsidiary and (ivv) any Restricted Subsidiary (other than the Canadian Borrowera Borrowing Subsidiary) may liquidate or dissolve if Parent the Company determines in good faith that such liquidation or dissolution is in the best interests of Parent the Company and is not materially disadvantageous to the Lenders; provided that any such merger, amalgamation merger or consolidation involving a Person that is not a wholly wholly-owned Restricted Subsidiary immediately prior to such merger, amalgamation or consolidation thereto shall not be permitted unless it is also permitted by under Section 6.04 and (v) the Company may merge into a newly formed Domestic Subsidiary of Parent in connection with a Permitted Borrower Reorganization. Nothing in this paragraph shall prohibit Parent or any Restricted Subsidiary from effecting the Acquisition6.05.

Fundamental Changes; Business Activities. (a) Parent None of the Borrower or any Subsidiary will not, and will not permit any Restricted Subsidiary to, merge into, amalgamate with into or consolidate with any other Person, or permit any other Person to merge into, amalgamate with into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing continuing, (i) any Restricted Subsidiary (other than the Company) Person may merge into or amalgamate with Parent the Borrower in a transaction in which Parent the Borrower is the surviving corporation, (ii) any Person (other than the CompanyBorrower) may merge into, amalgamate with or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger, amalgamation merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iii) any Restricted Subsidiary may merge into, amalgamate with into or consolidate with any Person (other than the CompanyBorrower) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, (iv) the Merger may be consummated and (v) any Restricted Subsidiary (other than the Canadian Borrower) may liquidate or dissolve if Parent the Borrower determines in good faith that such liquidation or dissolution is in the best interests of Parent the Borrower and is not materially disadvantageous to the Lenders; provided that the assets and operations of any such mergerMaterial Subsidiary that is liquidated or dissolved shall be transferred to the Borrower or a Subsidiary Loan Party in connection therewith; provided, amalgamation further, that, prior to the Investment Grade Date, any merger or consolidation otherwise permitted pursuant to the foregoing provisions involving a Person that is not a wholly wholly-owned Restricted Subsidiary immediately prior to such merger, amalgamation or consolidation thereto shall not be permitted unless it is also permitted by under Section 6.04 and (v) the Company may merge into a newly formed Domestic Subsidiary of Parent in connection with a Permitted Borrower Reorganization. Nothing in this paragraph shall prohibit Parent or any Restricted Subsidiary from effecting the Acquisition6.04.

Fundamental Changes; Business Activities. (a) Parent None of Holdings, the Borrower or any other Subsidiary will not, and will not permit any Restricted Subsidiary to, merge into, amalgamate with into or consolidate with any other Person, or permit any other Person to merge into, amalgamate with into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing continuing, (i) any Restricted Subsidiary (other than the Company) Person may merge into or amalgamate with Parent the Borrower in a transaction in which Parent the Borrower is the surviving corporationentity, (ii) any Person (other than the CompanyBorrower) may merge into, amalgamate with or consolidate with any Restricted Subsidiary (other than the Borrower) in a transaction in which the surviving entity is a Restricted Subsidiary, provided that (A) if any party to such merger or consolidation is a Subsidiary Loan Party, the surviving entity is a Subsidiary Loan Party (and, if any party to such merger, amalgamation merger or consolidation is a an Unlimited Loan Party, the surviving entity is an Unlimited Loan Party) and (B) in the case of any such merger or consolidation involving a Subsidiary that is a direct subsidiary of an Unlimited Loan Party, the surviving entity shall be a direct subsidiary of an Unlimited Loan Party, (iii) any Restricted Subsidiary (other than the Borrower) may merge into, amalgamate with into or consolidate with any Person (other than Holdings or the CompanyBorrower) in a transaction permitted under Section 6.05 in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, Subsidiary and (iv) any Restricted Subsidiary (other than the Canadian Borrower) may liquidate or dissolve if Parent Holdings determines in good faith that such liquidation or dissolution is in the best interests of Parent Holdings and the Subsidiaries and is not materially disadvantageous to the Lenders; provided that any such merger, amalgamation merger or consolidation involving a Person that is not a wholly owned Restricted Subsidiary immediately prior to such merger, amalgamation or consolidation thereto shall not be permitted unless it is also permitted by under Section 6.04 and (v) 6.04. Notwithstanding anything in this Agreement or any other Loan Document to the Company contrary, Holdings may merge into convert its form of organization from a newly formed Domestic Subsidiary société à responsabilité limitée to a société anonyme under the laws of Parent the Grand-Duchy of Luxembourg in connection with a Permitted Borrower Reorganization. Nothing in this paragraph shall prohibit Parent or any Restricted Subsidiary from effecting the Acquisitionan IPO.