Fundamental Changes; Dispositions. (a) Merge or consolidate with, or permit any Subsidiary to merge or consolidate with, any Person or acquire all or substantially all of the Stock or Stock Equivalents of any Person (each, a “Fundamental Change Transaction”); provided (i) any Subsidiary may merge with and liquidate into, or have its equity otherwise acquired by, Borrower, (ii) any Subsidiary may merge with and liquidate into, or have its equity otherwise acquired by, a Subsidiary, provided that a Material Subsidiary may only merge with and liquidate into, or have its equity otherwise acquired by, a Domestic Subsidiary; (iii) Borrower or any Subsidiary may merge with any Person as part of a Permitted Acquisition, provided Borrower and (iv) Borrower and any Subsidiary may form one or more new Subsidiaries; (b) Except as part of a Permitted Acquisition, acquire all or substantially all, or permit any Subsidiary to acquire all or substantially all of (i) the assets of any Person (other than a Subsidiary) or (ii) the assets constituting the business of a division, branch or other unit operation of any Person (other than a Subsidiary); or (c) Sell, convey, transfer, lease or otherwise dispose of, or permit any Subsidiary to sell, convey, transfer, lease or otherwise dispose of, all or any substantial portion (in Administrative Agent’s judgment) of its assets or any interest therein to any Person, or permit or suffer any other Person to acquire any interest in any of its assets, except (i) Permitted Liens, (ii) as otherwise permitted under item (a) or (b) above, (iii) the sale or disposition of inventory in the ordinary course of business and/or assets which have become obsolete, unneeded or are replaced in the ordinary course of business, or (iv) which could not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Columbia Sportswear Co), Credit Agreement (Columbia Sportswear Co)
Fundamental Changes; Dispositions. (a) Merge The Borrower will not, and will not permit any Restricted Subsidiary to, (x) merge into or consolidate withwith any other Person, or permit any Subsidiary other Person to merge into or consolidate withwith it, any Person (y) Dispose of (in one transaction or acquire in a series of transactions) all or substantially all of the Stock assets of the Borrower and its Restricted Subsidiaries, taken as a whole, or Stock Equivalents all or substantially all of the stock of any Person of its Restricted Subsidiaries (eachin each case, a “Fundamental Change Transaction”whether now owned or hereafter acquired); provided , or (z) 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 Subsidiary or any other Person may merge into or consolidate with the Borrower in a transaction in which the surviving entity is (x) the Borrower or (y) a corporation organized and liquidate intoexisting under the laws of the United States of America, any State thereof or have its equity otherwise acquired bythe District of Columbia, Borrowerwhich corporation shall (A) shall expressly assume, prior to or substantially concurrently with the consummation of such transaction, by a written instrument in form and substance reasonably satisfactory to the Administrative Agent, all the Obligations of the Borrower under the Loan Documents; (B) cause to be delivered to the Administrative Agent and the Lenders such legal opinions as the Administrative Agent may reasonably request in connection with the matters specified in the preceding clause (A) and (C) provide such documentation and information as each Lender or the Administrative Agent reasonably requests in connection with applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA Patriot Act;
(ii) any Person (other than the Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (provided that any such merger or consolidation involving a Guarantor must result in a Guarantor as the surviving entity or the surviving entity becoming a Guarantor as part of the transaction);
(iii) any Restricted Subsidiary may Dispose of its assets to the Borrower or to another Restricted Subsidiary;
(iv) any Loan Party may Dispose of its assets to any other Loan Party;
(v) in connection with any acquisition, any Restricted Subsidiary may merge into or consolidate with and liquidate intoany other Person, so long as the Person surviving such merger or have its equity otherwise acquired by, consolidation shall be a Subsidiary, Restricted Subsidiary (provided that any such merger or consolidation involving a Material Guarantor must result in a Guarantor as the surviving entity or the surviving entity becoming a Guarantor as part of the transaction);
(vi) any Restricted Subsidiary may only merge with liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and liquidate into, or have its equity otherwise acquired by, a Domestic Subsidiaryis not materially disadvantageous to the Lenders; and
(iiivii) Borrower or any Restricted Subsidiary may merge into or consolidate with any other Person as part of in a Permitted Acquisition, provided Borrower transaction not otherwise prohibited hereunder and (iv) Borrower and any Subsidiary may form one or more new Subsidiaries;
(b) Except as part of a Permitted Acquisition, acquire all or substantially all, or permit any Subsidiary to acquire all or substantially all of (i) the assets Equity Interests of any Person (other than Restricted Subsidiary may be Disposed of, so long as the aggregate consideration received in respect of all such mergers, consolidations or Dispositions would constitute a Subsidiary) or (ii) the assets constituting the business of a division, branch or other unit operation of any Person (other than a Subsidiarytransaction permitted under Section 6.03(b); or.
(cb) SellThe Borrower will not, convey, transfer, lease or otherwise dispose and will not permit any of its Restricted Subsidiaries to Dispose of, or permit any Subsidiary to sell, convey, transfer, lease or otherwise dispose of, all or any substantial portion (in Administrative Agent’s judgment) of its assets or any interest therein to any Person, in one transaction or permit a series of transactions, any property of the Borrower or suffer any other Person to acquire any interest in any of its assetsRestricted Subsidiaries, whether now owned or hereafter acquired, including, in the case of any Restricted Subsidiary, issuing or selling any Equity Interests of such Restricted Subsidiary to any Person, except for:
(i) Permitted Liensany Disposition of property or rights by the Borrower or a Restricted Subsidiary or issuance of Equity Interests of a Restricted Subsidiary, in either case, not constituting an Asset Sale; and
(ii) so long as otherwise permitted under item no Default or Event of Default then exists or would result therefrom, any other Disposition of property or rights by the Borrower or a Restricted Subsidiary or sale of Equity Interests of a Restricted Subsidiary; provided that (a) or (b) above, (iiix) the sale aggregate consideration received in respect of all such Dispositions pursuant to this clause (ii) shall not exceed the greater of (A) $900,000,000 and (B) 20% of Total Assets as of the date of Disposition, and (y) the consideration for such assets shall be in an amount at least equal to the fair market value thereof. Notwithstanding the foregoing in this Section 6.03(b), in no event shall this Section 6.03(b) permit the Borrower or disposition any Restricted Subsidiary to Dispose of inventory in any Material Intellectual Property to an Unrestricted Subsidiary other than, to the ordinary course extent the ILC Subsidiary is designated as an Unrestricted Subsidiary, the non-exclusive licensing to the ILC Subsidiary (for use and benefit solely by the ILC Subsidiary and which non-exclusive licenses are not assignable or sublicensable to other Persons) of Material Intellectual Property for the purpose of the ILC Subsidiary’s business and/or assets which have become obsolete, unneeded or are replaced in comprised of the ordinary course making of business, or (iv) which could not reasonably loans authorized to be expected made pursuant to have a Material Adverse Effectits charter and the acceptance of deposits and the provision of related banking depository services.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Block, Inc.), Revolving Credit Agreement (Block, Inc.)
Fundamental Changes; Dispositions. (a) Merge Merge, dissolve, liquidate, consolidate with or consolidate withinto another Person, or permit any Subsidiary to merge Dispose of (whether in one transaction or consolidate with, any Person or acquire in a series of transactions) all or substantially all of the Stock property or Stock Equivalents assets (whether now owned or hereafter acquired) of the Consolidated Group or the Parent Borrower and its Subsidiaries taken as a whole to or in favor of any Person, except that, so long as no Event of Default exists or would result therefrom:
(a) any Borrower or any other Subsidiary may merge or consolidate with any other Person (each, a “Fundamental Change Transaction”other than the Parent); provided that (i) any Subsidiary may merge with (x) if the Parent Borrower is a party to such merger or consolidation, then the Parent Borrower shall be the continuing or surviving Person and liquidate into, or have its equity otherwise acquired by, Borrower(y) no Change of Control shall result therefrom, (ii) if any Subsidiary may merge with and liquidate intoother Borrower is a party to such merger or consolidation, then, unless clause (i) is applicable, the continuing or surviving Person shall be, or have its equity otherwise acquired bycontemporaneously therewith become, a Subsidiary, provided that a Material Subsidiary may only merge with Borrower and liquidate into, or have its equity otherwise acquired by, a Domestic Subsidiary; (iii) Borrower or if any Subsidiary may merge with any Guarantor is a party to such merger or consolidation, then, unless clause (i) or clause (ii) is applicable, the continuing or surviving Person as part of shall be, or contemporaneously therewith become, a Permitted Acquisition, provided Borrower and (iv) Borrower and any Subsidiary may form one or more new SubsidiariesGuarantor;
(b) Except as part of a Permitted Acquisition, acquire all or substantially all, or permit any Subsidiary (other than any Borrower) may dissolve or liquidate if the Parent determines in good faith that such dissolution or liquidation is in the best interests of the Consolidated Parties and is not materially disadvantageous to acquire all or substantially all of the Lenders;
(ic) the assets of Parent may merge or consolidate with any other Person (other than a Subsidiary) any Borrower or (ii) the assets constituting the business of a division, branch or other unit operation of any Person (other than a Subsidiary); orprovided that the Parent shall be the continuing or surviving Person and no Change of Control shall result therefrom; and
(cd) Sellthe Parent or the Parent Borrower may engage in a merger or consolidation transaction for the purpose of reorganizing or reincorporating in any jurisdiction that is a State of the United States of America or the District of Columbia, convey, transfer, lease or otherwise dispose of, or permit any Subsidiary to sell, convey, transfer, lease or otherwise dispose of, all or any substantial portion (in Administrative Agent’s judgment) of its assets or any interest therein to any Person, or permit or suffer but not any other Person to acquire any interest in any of its assets, except (i) Permitted Liens, (ii) as otherwise permitted under item (a) or (b) above, (iii) the sale or disposition of inventory in the ordinary course of business and/or assets which have become obsolete, unneeded or are replaced in the ordinary course of business, or (iv) which could not reasonably be expected to have a Material Adverse Effectjurisdiction.
Appears in 1 contract
Fundamental Changes; Dispositions. Neither the Borrower nor any Required Guarantor will (ai) Merge consolidate or consolidate with, merge with or permit into any Subsidiary to merge or consolidate with, any other Person or acquire (ii) sell, lease or otherwise transfer (in one transaction or in a series of transactions) all or substantially all of the Stock or Stock Equivalents of its assets to any other Person; provided that (A) (x) any Person may consolidate or merge with or into the Borrower in a transaction in which the Borrower is the surviving Person and (eachy) if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, any Person may consolidate or merge with or into the Borrower, and the Borrower may consolidate or merge with or into any Person, as long as the surviving entity, if other than the Borrower, has an Investment Grade Rating and assumes each of the obligations of the Borrower under the Loan Documents pursuant to an agreement executed and delivered to the Lenders in a form reasonably satisfactory to the Required Lenders and such surviving entity provides all documentation and other information required by regulatory authorities under applicable “Fundamental Change Transactionknow your customer”), “beneficial ownership” and anti-money laundering rules and regulations, including without limitation with respect to the PATRIOT Act and Beneficial Ownership Regulation, in a form reasonably satisfactory to the Administrative Agent; provided (iB) any Subsidiary Required Guarantor may merge into or consolidate with and liquidate intoor sell, lease or have its equity otherwise acquired by, Borrower, (ii) any Subsidiary may merge with and liquidate into, or have its equity otherwise acquired by, a Subsidiary, provided that a Material Subsidiary may only merge with and liquidate into, or have its equity otherwise acquired by, a Domestic Subsidiary; (iii) Borrower or any Subsidiary may merge with any Person as part of a Permitted Acquisition, provided Borrower and (iv) Borrower and any Subsidiary may form one or more new Subsidiaries;
(b) Except as part of a Permitted Acquisition, acquire all or substantially all, or permit any Subsidiary to acquire transfer all or substantially all of its assets to the (ix) the assets of any Person (other than a Subsidiary) Borrower or (iiy) the assets constituting the business of a divisionRestricted Subsidiary, branch or other unit operation of provided that any Person (other than a Subsidiary); or
(c) Sellsuch merger, conveyconsolidation, transfersale, lease or otherwise dispose ofother transfer by the Initial Guarantor pursuant to this clause (y) shall be with, into or permit any to a Guarantor or a Restricted Subsidiary to sellthat becomes a Guarantor contemporaneously with such merger, conveyconsolidation, transfersale, lease or otherwise dispose of, all or any substantial portion (in Administrative Agent’s judgment) of its assets or any interest therein to any Person, or permit or suffer any other Person to acquire any interest in any of its assets, except (i) Permitted Liens, (ii) as otherwise permitted under item (a) or (b) above, (iii) the sale or disposition of inventory in the ordinary course of business and/or assets which have become obsolete, unneeded or are replaced in the ordinary course of business, or (iv) which could not reasonably be expected to have a Material Adverse Effect.transfer; and
Appears in 1 contract
Fundamental Changes; Dispositions. (a) Merge or consolidate with, or permit any Subsidiary to merge or consolidate with, any Person or acquire all or substantially all of the Stock or Stock Equivalents of any Person (each, a “Fundamental Change Transaction”); provided that (i) any Subsidiary may merge with and liquidate into, or have its equity otherwise acquired by, Borrower, (ii) any Subsidiary may merge with and liquidate into, or have its equity otherwise acquired by, a Subsidiary, provided that a Material Subsidiary may only merge with and liquidate into, or have its equity otherwise acquired by, a Domestic Subsidiary; (iii) Borrower or any Subsidiary may merge with any Person as part of a Permitted Acquisition, provided (x) any merger involving Borrower results in Borrower as the surviving entity and (y) subject to the foregoing clause (x), any merger involving a Loan Party results in a Loan Party as the surviving entity; and (iv) Borrower and any Subsidiary may form one or more new Subsidiaries;
(b) Except as part of a Permitted Acquisition, acquire all or substantially all, or permit any Subsidiary to acquire all or substantially all all, of (i) the assets of any Person (other than a Subsidiary) or (ii) the assets constituting the business of a division, branch or other unit operation of any Person (other than a Subsidiary); or
(c) Sell, convey, transfer, lease or otherwise dispose of, or permit any Subsidiary to sell, convey, transfer, lease or otherwise dispose of, all or any substantial portion (in Administrative Agentsubstantially all of the assets of Borrower and its Subsidiaries taken as a whole. For the avoidance of doubt, this Section 7.4(c) shall not limit Borrower’s judgment) of ability to sell its assets or any interest therein to any Person, or permit or suffer any other Person to acquire any interest in any of its assets, except (i) Permitted Liens, (ii) as otherwise permitted under item (a) or (b) above, (iii) the sale or disposition of inventory in the ordinary course of business and/or assets which have become obsolete, unneeded or are replaced in the ordinary course of business, or (iv) which could not reasonably be expected to have a Material Adverse EffectStock.
Appears in 1 contract
Fundamental Changes; Dispositions. Other than in connection with the 2024 SS&C International Reorganization Transactions, merge, dissolve, liquidate, consolidate or amalgamate with or into another Person, or make any Disposition of assets having a fair market value in excess of $20,000,000 in a single transaction or in a series of related transactions or in excess of $75,000,000 in the aggregate for all such transactions in any Fiscal Year, except:
(a) Merge any Restricted Subsidiary may be merged, consolidated or consolidate withamalgamated with or into the Parent or any other Restricted Subsidiary; provided that (i) in the case of any such merger, consolidation or permit any Subsidiary to merge amalgamation with or consolidate withinto a Borrower, any (A) such Borrower shall be the continuing or surviving Person or acquire all a Person that continues as an amalgamated corporation or substantially all (B) if the Person formed by or surviving any such merger, consolidation or amalgamation (including any immediate and successive mergers, consolidations or amalgamations of entities) is not a Borrower (any such Person succeeding such Borrower after giving effect to such transaction or transactions, the “Successor Borrower”), (x) the Successor Borrower shall be an entity organized or existing under the law of the Stock jurisdiction of organization of such Borrower or Stock Equivalents a political subdivision thereof, (y) the Successor Borrower shall expressly assume the Obligations of such Borrower, as applicable, in a manner reasonably satisfactory to the Administrative Agent and the Parent shall have provided at least 30 days’ notice of such transaction to the Lenders and shall have provided at least three Business Days prior to the date of such transaction all information requested by any Lender at least 10 business days prior to such transaction to comply with applicable “know your customer” requirements and (z) except as the Administrative Agent may otherwise agree, each Guarantor, unless it is the other party to such merger, consolidation or amalgamation, shall have executed and delivered a reaffirmation agreement with respect to its obligations under the Guaranty and the other Loan Documents; it being understood and agreed that if the foregoing conditions under clauses (x) through (z) are satisfied, the Successor Borrower will succeed to, and be substituted for, such Borrower under this Agreement and the other Loan Documents and (ii) in the case of any such merger, consolidation or amalgamation with or into any Guarantor, either (x) a Guarantor shall be the continuing or surviving Person or the continuing or surviving Person shall expressly assume the guarantee obligations of the Guarantor in a manner reasonably satisfactory to the Administrative Agent or (each, a “Fundamental Change Transaction”y) the relevant transaction shall be treated as an Investment and otherwise be made in compliance with Section 8.02; Dispositions (including of Equity Interests) among the Parent and/or any Restricted Subsidiary (upon voluntary liquidation or otherwise); provided that any such Disposition by any Loan Party to any Person that is not a Loan Party shall be (i) any Subsidiary may merge with and liquidate into, or have its equity otherwise acquired by, Borrower, for fair market value (ii) any Subsidiary may merge with and liquidate into, or have its equity otherwise acquired by, a Subsidiary, provided that a Material Subsidiary may only merge with and liquidate into, or have its equity otherwise acquired by, a Domestic Subsidiary; (iii) Borrower or any Subsidiary may merge with any as determined by such Person as part of a Permitted Acquisition, provided Borrower and (iv) Borrower and any Subsidiary may form one or more new Subsidiaries;
(b) Except as part of a Permitted Acquisition, acquire all or substantially all, or permit any Subsidiary to acquire all or substantially all of (i) the assets of any Person (other than a Subsidiaryin good faith) or (ii) treated as an Investment and otherwise be made in compliance with Section 8.02 (other than on reliance of clause (j) thereof);
(i) the assets constituting the business of a division, branch liquidation or other unit operation dissolution of any Person Restricted Subsidiary (other than a Borrower) if the Parent determines in good faith that such liquidation or dissolution is in the best interests of the Parent, is not materially disadvantageous to the Lenders, and the Parent or any Restricted Subsidiary receives any assets of the relevant dissolved or liquidated Restricted Subsidiary; (ii) any merger, amalgamation, dissolution, liquidation or consolidation, the purpose of which is to effect (A) any Disposition otherwise permitted under this Section 8.05 (other than clause (a), clause (b) or this clause (c)) or (B) any Investment permitted under Section 8.02 (other than clause (j) thereof); or
(c) Sell, convey, transfer, lease or otherwise dispose of, or permit any Subsidiary to sell, convey, transfer, lease or otherwise dispose of, all or any substantial portion (in Administrative Agent’s judgment) of its assets or any interest therein to any Person, or permit or suffer any other Person to acquire any interest in any of its assets, except provided that (i) Permitted Liensin the case of any such merger, consolidation or amalgamation with or into the Parent or a Borrower, (iiA) the Parent or such Borrower shall be the continuing or surviving Person or a Person that continues as otherwise permitted under item (a) an amalgamated corporation or (bB) aboveif the Person formed by or surviving any such merger, consolidation or amalgamation (including any immediate and successive mergers, consolidations or amalgamations of entities) is not the Parent or such Borrower (any such Person succeeding to the Parent or such Borrower after giving effect to such transaction or transactions, the “Successor Person”), (x) the Successor Person shall be an entity organized or existing under the law of the jurisdiction of organization of the Parent or such Borrower or a political subdivision thereof, (y) the Successor Person shall expressly assume the Obligations of the Parent or such Borrower, as applicable, in a manner reasonably satisfactory to the Administrative Agent and the Parent shall have provided at least 30 days’ notice of such transaction to the Lenders and shall have provided at least three Business Days prior to the date of such transaction all information requested by any Lender at least 10 business days prior to such transaction to comply with applicable “know your customer” requirements and (z) except as the Administrative Agent may otherwise agree, each Guarantor, unless it is the other party to such merger, consolidation or amalgamation, shall have executed and delivered a reaffirmation agreement with respect to its obligations under the Guaranty and the other Loan Documents; it being understood and agreed that if the foregoing conditions under clauses (x) through (z) are satisfied, the Successor Person will succeed to, and be substituted for, the Parent or such Borrower, as applicable, under this Agreement and the other Loan Documents and (iii) the sale Parent or disposition any Restricted Subsidiary may be converted into another form of inventory entity, in each case, so long as such conversion does not adversely affect the ordinary course value of business and/or assets which have become obsoletethe Guaranty or the Collateral, unneeded or are replaced in the ordinary course of business, or (iv) which could not reasonably be expected to have taken as a Material Adverse Effect.whole;
Appears in 1 contract
Samples: Incremental Joinder (SS&C Technologies Holdings Inc)
Fundamental Changes; Dispositions. (a) Merge or consolidate with, or permit any Subsidiary to merge or consolidate with, any Person or acquire all or substantially all of the Stock or Stock Equivalents of any Person (each, a “Fundamental Change Transaction”); provided (i) any Subsidiary may merge with and liquidate into, or have its equity otherwise acquired by, Borrower, (ii) any Subsidiary may merge with and liquidate into, or have its equity otherwise acquired by, a Subsidiary, provided that a Material Subsidiary may only merge with and liquidate into, or have its equity otherwise acquired by, a Domestic Subsidiary; (iii) Borrower or any Subsidiary may merge with any Person as part of a Permitted Acquisition, provided Borrower and (iv) Borrower and any Subsidiary may form one or more new Subsidiaries;
(b) Except as part of a Permitted Acquisition, acquire all or substantially all, or permit any Subsidiary to acquire all or substantially all of (i) the assets of any Person (other than a Subsidiary) or (ii) the assets constituting the business of a division, branch or other unit operation of any Person (other than a Subsidiary); or
(c) Sell, convey, transfer, lease or otherwise dispose of, or permit any Subsidiary to sell, convey, transfer, lease or otherwise dispose of, all or any substantial portion (in Administrative Agent’s judgment) of its assets or any interest therein to any Person, or permit or suffer any other Person to acquire any interest in any of its assets, except (i) Permitted Liens, (ii) as otherwise permitted under item (a) or (b) above, (iii) the sale or disposition of inventory in the ordinary course of business and/or assets which have become obsolete, unneeded or are replaced in the ordinary course of business, or (iv) which could not reasonably be expected to have a Material Adverse Effect.. SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Appears in 1 contract
Fundamental Changes; Dispositions. (a) Merge or consolidate with, or permit any Subsidiary to merge or consolidate with, any Person or acquire all or substantially all of the Stock or Stock Equivalents of any Person (each, a “Fundamental Change Transaction”)Person; provided (i) any Subsidiary may merge with and liquidate into, or have its equity otherwise acquired by, Borrower, (ii) any Subsidiary may merge with and liquidate into, or have its equity otherwise acquired by, a Subsidiary, provided that a Material Subsidiary may only merge with and liquidate into, or have its equity otherwise acquired by, a Domestic Subsidiary; (iii) Borrower or any Subsidiary may merge with any Person as part of a Permitted Acquisition, provided Borrower and (iv) Borrower and any Subsidiary may form one or more new Subsidiaries;
(b) Except as part of a Permitted Acquisition, acquire all or substantially all, or permit any Subsidiary to acquire all or substantially all of (i) the assets of any Person (other than a Subsidiary) or (ii) the assets constituting the business of a division, branch or other unit operation of any Person (other than a Subsidiary); or
(c) Sell, convey, transfer, lease or otherwise dispose of, or permit any Subsidiary to sell, convey, transfer, lease or otherwise dispose of, all or any substantial portion (in Administrative Agent’s judgment) of its assets or any interest therein to any Person, or permit or suffer any other Person to acquire any interest in any of its assets, except (i) Permitted Liens, (ii) as otherwise permitted under item (a) or (b) above, (iii) the sale or disposition of inventory in the ordinary course of business and/or assets which have become obsolete, unneeded or are replaced in the ordinary course of business, or (iv) which could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Fundamental Changes; Dispositions. The Borrower will not, and will not permit any Restricted Subsidiary to, (ax) Merge merge into or consolidate withwith any other Person, or permit any Subsidiary other Person to merge into or consolidate withwith it, any Person (y) Dispose of (in one transaction or acquire in a series of transactions) all or substantially all of the Stock assets of the Borrower and its Restricted Subsidiaries, taken as a whole, or Stock Equivalents all or substantially all of the stock of any Person of its Restricted Subsidiaries (eachin each case, a “Fundamental Change Transaction”whether now owned or hereafter acquired); provided , or (z) 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 Subsidiary or any other Person may merge into or consolidate with the Borrower in a transaction in which the surviving entity is (x) the Borrower or (y) a corporation organized and liquidate intoexisting under the laws of the United States of America, any State thereof or have its equity otherwise acquired bythe District of Columbia, Borrowerwhich corporation shall (A) shall expressly assume, prior to or substantially concurrently with the consummation of such transaction, by a written instrument in form and substance reasonably satisfactory to the Administrative Agent, all the Obligations of the Borrower under the Loan Documents; (B) cause to be delivered to the Administrative Agent and the Lenders such legal opinions as the Administrative Agent may reasonably request in connection with the matters specified in the preceding clause (A) and (C) provide such documentation and information as each Lender or the Administrative Agent reasonably requests in connection with applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA Patriot Act;
(ii) any Person (other than the Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (provided that any such merger or consolidation involving a Guarantor must result in a Guarantor as the surviving entity or the surviving entity becoming a Guarantor as part of the transaction);
(iii) any Restricted Subsidiary may Dispose of its assets to the Borrower or to another Restricted Subsidiary;
(iv) any Loan Party may Dispose of its assets to any other Loan Party;
(v) in connection with any acquisition, any Restricted Subsidiary may merge into or consolidate with and liquidate intoany other Person, so long as the Person surviving such merger or have its equity otherwise acquired by, consolidation shall be a Subsidiary, Restricted Subsidiary (provided that any such merger or consolidation involving a Material Guarantor must result in a Guarantor as the surviving entity or the surviving entity becoming a Guarantor as part of the transaction);
(vi) any Restricted Subsidiary may only merge with liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and liquidate into, or have its equity otherwise acquired by, a Domestic Subsidiaryis not materially disadvantageous to the Lenders; and
(iiivii) Borrower or any Restricted Subsidiary may merge into or consolidate with any other Person as part of in a Permitted Acquisition, provided Borrower transaction not otherwise prohibited hereunder and (iv) Borrower and any Subsidiary may form one or more new Subsidiaries;
(b) Except as part of a Permitted Acquisition, acquire all or substantially all, or permit any Subsidiary to acquire all or substantially all of (i) the assets Equity Interests of any Person (other than a Subsidiary) or (ii) the assets constituting the business of a division, branch or other unit operation of any Person (other than a Subsidiary); or
(c) Sell, convey, transfer, lease or otherwise dispose Restricted Subsidiary may be Disposed of, so long as the aggregate consideration received in respect of all such mergers, consolidations or permit any Subsidiary to sell, convey, transfer, lease or otherwise dispose of, all or any substantial portion (in Administrative Agent’s judgment) of its assets or any interest therein to any Person, or permit or suffer any other Person to acquire any interest in any of its assets, except (i) Permitted Liens, (ii) as otherwise Dispositions would constitute a transaction permitted under item (a) or (b) above, (iii) the sale or disposition of inventory in the ordinary course of business and/or assets which have become obsolete, unneeded or are replaced in the ordinary course of business, or (iv) which could not reasonably be expected to have a Material Adverse EffectSection 6.03(b).
Appears in 1 contract
Fundamental Changes; Dispositions. (a) Merge Merge, dissolve, liquidate, consolidate with or consolidate withinto another Person, or permit any Subsidiary to merge Dispose of (whether in one transaction or consolidate with, any Person or acquire in a series of transactions) all or substantially all of the Stock property or Stock Equivalents assets (whether now owned or hereafter acquired) of the Consolidated Group or the Borrower and its Subsidiaries taken as a whole to or in favor of any Person, except that, so long as no Event of Default exists or would result therefrom:
(a) the Borrower or any other Subsidiary may merge or consolidate with any other Person (each, a “Fundamental Change Transaction”other than Parent); provided that (i) any Subsidiary may merge with if the Borrower is a party to such merger or consolidation, then the Borrower shall be the continuing or surviving Person and liquidate intono Change of Control shall result therefrom, or have its equity otherwise acquired by, Borrower, and (ii) if any Subsidiary may merge with and liquidate intoGuarantor is a party to such merger or consolidation, then, unless clause (i) is applicable, the continuing or surviving Person shall be, or have its equity otherwise acquired bycontemporaneously therewith become, a Subsidiary, provided that a Material Subsidiary may only merge with and liquidate into, or have its equity otherwise acquired by, a Domestic Subsidiary; (iii) Borrower or any Subsidiary may merge with any Person as part of a Permitted Acquisition, provided Borrower and (iv) Borrower and any Subsidiary may form one or more new SubsidiariesGuarantor;
(b) Except as part of a Permitted Acquisition, acquire all or substantially all, or permit any Subsidiary may dissolve or liquidate if the Parent determines in good faith that such dissolution or liquidation is in the best interests of the Consolidated Parties and is not materially disadvantageous to acquire all or substantially all of the Lenders;
(ic) the assets of Parent may merge or consolidate with any other Person (other than a Subsidiary) Borrower or (ii) the assets constituting the business of a division, branch or other unit operation of any Person (other than a Subsidiary); orprovided that the Parent shall be the continuing or surviving Person and no Change of Control shall result therefrom; and
(cd) Sellthe Parent or the Borrower may engage in a merger or consolidation transaction for the purpose of reorganizing or reincorporating in any jurisdiction that is a State of the United States of America or the District of Columbia, convey, transfer, lease or otherwise dispose of, or permit any Subsidiary to sell, convey, transfer, lease or otherwise dispose of, all or any substantial portion (in Administrative Agent’s judgment) of its assets or any interest therein to any Person, or permit or suffer but not any other Person to acquire any interest in any of its assets, except (i) Permitted Liens, (ii) as otherwise permitted under item (a) or (b) above, (iii) the sale or disposition of inventory in the ordinary course of business and/or assets which have become obsolete, unneeded or are replaced in the ordinary course of business, or (iv) which could not reasonably be expected to have a Material Adverse Effectjurisdiction.
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