Common use of Fundamental Changes; Business Activities Clause in Contracts

Fundamental Changes; Business Activities. (a) The 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 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 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 (x) any Subsidiary in a transaction in which the surviving or continuing Person is a Subsidiary and (y) the Company in a transaction in which the surviving or continuing Person is the Company, (iii) any Subsidiary may merge into or consolidate with any Person in a transaction not prohibited by Section 6.03(b) had such merger or consolidation been structured as an asset sale in which the surviving or continuing Person is not a Subsidiary, (iv) any Subsidiary may merge into or consolidate with the Company in a transaction in which the surviving or continuing Person is the Company and (v) any Subsidiary may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders.

Fundamental Changes; Business Activities. (a) The Company will shall not, nor will it and shall not permit any Subsidiary of its Subsidiaries to, merge into merge, consolidate or consolidate amalgamate with any other Person, or permit any other Person to merge into or consolidate with itliquidate, or liquidate wind-up 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 of the Company may merge merge, consolidate or amalgamate with or into the Company or consolidate with another any Subsidiary, provided that (A) in the case of any such merger or consolidation transaction involving the Company, the Company shall be the 117 [[5866265v.11]] surviving or continuing Person and Person, (B) in the case of any such merger transaction involving a Borrowing Subsidiary, such Borrowing Subsidiary (or, in the case of a merger, consolidation or consolidation amalgamation of such Borrowing Subsidiary with or into the Company or another Borrowing Subsidiary, the Company or such other Borrowing Subsidiary) shall be the surviving or continuing Person and (C) in the case of any such transaction involving a Subsidiary Guarantor, the surviving or continuing Person shall be a Subsidiary Guarantor (or, in the case of a merger, consolidation or amalgamation of such Subsidiary Guarantor with or into the Company, the Company); (ii) any Person acquired in (other than the Company or a transaction not otherwise prohibited by this Agreement Subsidiary) may merge merge, consolidate or amalgamate with or into or consolidate with (x) any Subsidiary in a transaction in which the surviving or continuing Person is a Subsidiary and (yA) the Company in a transaction in which the Company is the surviving or continuing Person or (B) any Subsidiary in a transaction in which such Subsidiary or a Person that becomes a Subsidiary is the Companysurviving or continuing Person, provided that in the case of any such transaction involving a Borrowing Subsidiary or a Subsidiary Guarantor, such Borrowing Subsidiary or Subsidiary Guarantor, as the case may be, or a Person that becomes a Borrowing Subsidiary or a Subsidiary Guarantor, as applicable in accordance with the provisions of this Agreement (and assumes the obligations of such Borrowing Subsidiary or Subsidiary Guarantor, as applicable, pursuant to an assumption agreement reasonably acceptable to the Administrative Agent and provides such other certificates and opinions as shall be reasonably requested by the Administrative Agent), shall be the surviving or continuing Person; (iii) any Subsidiary (other than a Borrowing Subsidiary) may merge merge, consolidate or amalgamate with or into or consolidate with any Person (other than the Company) in a transaction not prohibited by Section 6.03(b) had hereunder in which, after giving effect to such merger or consolidation been structured as an asset sale in which transaction, the surviving or continuing Person is not a Subsidiary, ; and (iv) any Subsidiary (other than a Borrowing Subsidiary) may merge into or consolidate with the Company in a transaction in which the surviving or continuing Person is the Company and (v) any Subsidiary may liquidate liquidate, wind-up or dissolve if the Company determines in good faith that such liquidation liquidation, winding-up or dissolution is in the best interests of not material to the Company and its Subsidiaries taken as a whole and is not materially disadvantageous to the Lenders. (b) The Company shall not, and shall not permit any of its Subsidiaries to, sell, transfer, lease or otherwise dispose of, directly or through any merger, consolidation or amalgamation and whether in one transaction or in a series of transactions, assets (including Capital Securities of Subsidiaries) representing all or substantially all of the assets of the Company and its Subsidiaries (whether now owned or hereafter acquired), taken as a whole. (c) The Company shall not, and shall not permit any of its Subsidiaries to, engage to any material extent in any line of business other than the businesses engaged in on the Restatement Effective Date and businesses and other activities complementary, reasonably related or incidental thereto. 118 [[5866265v.11]] (d) The Company shall not permit any Borrowing Subsidiary to cease to be a wholly owned Subsidiary of the Company. SECTION 6.05.

Fundamental Changes; Business Activities. (a) The 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 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 consolidate with another Subsidiary, provided provided, that (A) in the case of any such merger or consolidation involving the Companya Borrower, the Company such Borrower or another Borrower 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 Companya Borrower, (ii) any Person acquired in a transaction not otherwise prohibited by this Agreement may merge into or consolidate with (x) any Subsidiary in a transaction in which the surviving or continuing Person is a Subsidiary and (y) the Company in a transaction in which the surviving or continuing Person is the Company, (iii) any Subsidiary may merge into or consolidate with any Person in a transaction not prohibited by Section 6.03(b) had such merger or consolidation been structured as an asset sale in which the surviving or continuing Person is not a Subsidiary, (iv) any Subsidiary may merge into or consolidate with the Company in a transaction in which the surviving or continuing Person is the Company and (v) any Subsidiary (other than a Borrower) may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders.

Fundamental Changes; Business Activities. (a) The Company will shall not, nor will it and shall not permit any Subsidiary of its Subsidiaries to, merge into merge, consolidate or consolidate amalgamate with any other Person, or permit any other Person to merge into or consolidate with itliquidate, or liquidate wind-up 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 of the Company may merge merge, consolidate or amalgamate with or into the Company or consolidate with another any Subsidiary, provided that (A) in the case of any such merger or consolidation transaction involving the Company, the Company shall be the surviving or continuing Person and Person, (B) in the case of any such merger transaction involving a Borrowing Subsidiary, such Borrowing Subsidiary (or, in the case of a merger, consolidation or consolidation amalgamation of such Borrowing Subsidiary with or into the Company or another Borrowing Subsidiary, the Company or such other Borrowing Subsidiary) shall be the surviving or continuing Person and (C) in the case of any such transaction involving a Subsidiary Guarantor, the surviving or continuing Person shall be a Subsidiary Guarantor (or, in the case of a merger, consolidation or amalgamation of such Subsidiary Guarantor with or into the Company, the Company); (ii) any Person acquired in (other than the Company or a transaction not otherwise prohibited by this Agreement Subsidiary) may merge merge, consolidate or amalgamate with or into or consolidate with (x) any Subsidiary in a transaction in which the surviving or continuing Person is a Subsidiary and (yA) the Company in a transaction in which the surviving or continuing Person Company is the Company, (iii) any Subsidiary may merge into or consolidate with any Person in a transaction not prohibited by Section 6.03(b) had such merger or consolidation been structured as an asset sale in which the surviving or continuing Person is not a Subsidiary, or (ivB) any Subsidiary may merge into or consolidate with the Company in a transaction in which such Subsidiary or a Person that becomes a Subsidiary is the surviving or continuing Person is the Company and (v) any Subsidiary may liquidate or dissolve if the Company determines in good faith Person, provided that such liquidation or dissolution is in the best interests case of the Company and is not materially disadvantageous to the Lenders.any such transaction involving a Borrowing Subsidiary or a Subsidiary Guarantor, such Borrowing [[3851767]]