Common use of Fundamental Changes; Dispositions Clause in Contracts

Fundamental Changes; Dispositions. Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, or conduct any Asset Sale with respect to, all or any part of its business, property or assets, whether now owned or hereafter acquired (or agree to do any of the foregoing), or purchase or otherwise acquire, whether in one transaction or a series of related transactions, all or substantially all of the assets of any Person (or any division thereof) (or agree to do any of the foregoing); provided, however, (i) any Wholly Owned Subsidiary of the Issuer may be merged into the Issuer or another such Wholly Owned Subsidiary of the Issuer, or may consolidate with another such Wholly Owned Subsidiary of the Issuer and (ii) the Issuer may change its state of incorporation, so long as (A) no other provision of this Agreement would be violated thereby, (B) the Issuer gives the Holders at least 30 days’ prior written notice of such merger, consolidation or change of state of incorporation, (C) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, (D) all action has been taken, to the satisfaction of the Agent, such that the Agent’s rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected in any manner by such merger, consolidation or change of state of incorporation and (E) the surviving Subsidiary, if any, is a party to this Agreement, the Guarantor Security and Pledge Agreement and all other applicable Security Documents, and the Capital Stock of such Subsidiary is pledged pursuant to the Issuer Security and Pledge Agreement or the Guarantor Security and Pledge Agreement, and each of such documents is in full force and effect on the date of and immediately after giving effect to such merger or consolidation; and provided, further, that any Obligor may dispose of obsolete or worn-out equipment in the ordinary course of business and that the Issuer shall not be required to preserve the corporate existence of any Subsidiary that has no material assets or liabilities if the Board of Directors of the Company shall reasonably determine that the preservation thereof is no longer necessary or desirable in the conduct of the business of the Issuer and its Subsidiaries as a whole.

Fundamental Changes; Dispositions. Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, or conduct any Asset Sale with respect to, all or any part of its business, property or assets, whether now owned or hereafter acquired (or agree to do any of the foregoing), or purchase or otherwise acquire, whether in one transaction or a series of related transactions, all or substantially all of the assets of any Person (or any division thereof) (or agree to do any of the foregoing); provided, however, that (i) any Wholly Owned Subsidiary of the Issuer may be merged into the Issuer or another such Wholly Owned Subsidiary of the Issuer, or may consolidate with another such Wholly Owned Subsidiary of the Issuer and (ii) any Wholly Owned Subsidiary of PMGI (other than the Issuer or its Subsidiaries) may change be merged into PMGI or another such Wholly Owned Subsidiary of PMGI (other than the Issuer or its state Subsidiaries), or may consolidate with another such Wholly Owned Subsidiary of incorporationPMGI, so long as in each case (A) no other provision of this Agreement would be violated thereby, (B) the Issuer gives the Holders at least 30 days’ prior written notice of such merger, consolidation merger or change of state of incorporationconsolidation, (C) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, (D) all action has been taken, to the satisfaction of the Agent, such that the Agent’s rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected in any manner by such merger, merger or consolidation or change of state of incorporation and (E) the surviving Subsidiary, if any, Subsidiary is a party to this Agreement, the Guarantor Issuer Security and Pledge Agreement or the Parent Security and Pledge Agreement and all other applicable Security Documents, and the Capital Stock of such Subsidiary is pledged pursuant to the Issuer applicable Security and Pledge Agreement or the Guarantor Security and Pledge AgreementDocuments, and each of such documents is in full force and effect on the date of and immediately after giving effect to such merger or consolidation; and provided, further, that any Obligor may dispose of obsolete or worn-out equipment in the ordinary course of business and that the Issuer and PMGI shall not be required to preserve the corporate existence of any Subsidiary that has no material assets or liabilities if the Board of Directors of PMGI (or in the Company case of any Subsidiary of Issuer, if the Board of Directors of the Issuer) shall reasonably determine that the preservation thereof is no longer necessary or desirable in the conduct of the business of the Issuer and PMGI and its Subsidiaries as a whole.

Fundamental Changes; Dispositions. Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, or conduct any Asset Sale with respect to, all 72 or any part of its business, property or assets, whether now owned or hereafter acquired (or agree to do any of the foregoing), or purchase or otherwise acquire, whether in one transaction or a series of related transactions, all or substantially all of the assets of any Person (or any division thereof) (or agree to do any of the foregoing); provided, however, that (i) any Wholly Owned Subsidiary of the Issuer may be merged into the Issuer or another such Wholly Owned Subsidiary of the Issuer, or may consolidate with only another Wholly Owned Senior Subordinated Guarantor, and (ii) any Wholly Owned Subsidiary of PMGI (other than the Issuer or its Subsidiaries) may be merged into PMGI or another such Wholly Owned Subsidiary of PMGI (other than the Issuer and or its Subsidiaries), or may consolidate with another such Wholly Owned Subsidiary of PMGI (ii) other than the Issuer may change or its state of incorporationSubsidiaries), so long as in each case (A) no other provision of this Agreement would be violated thereby, (B) the Issuer gives the Holders at least 30 days’ prior written notice of such merger, consolidation merger or change of state of incorporationconsolidation, (C) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, (D) all action has been taken, to the satisfaction of the Agent, such that the Agent’s rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected in any manner by such mergermerger or consolidation, consolidation or change of state of incorporation and (E) the surviving Subsidiary, if any, Subsidiary is a party to this Agreement, the Guarantor Issuer Security and Pledge Agreement or the Parent Security and Pledge Agreement and all other applicable Sellers’ Security Documents, and the Capital Stock of such Subsidiary is pledged pursuant to the Issuer applicable Sellers’ Security and Pledge Agreement or the Guarantor Security and Pledge AgreementDocuments, and each of such documents is in full force and effect on the date of and immediately after giving effect to such merger or consolidation; and provided, further, that any Obligor may dispose of obsolete or worn-out equipment in the ordinary course of business and that neither the Issuer nor PMGI shall not be required to preserve the corporate existence of any Subsidiary that has no material assets or liabilities if the Board of Directors of the Company Issuer (or in the case of any Subsidiary of PMGI, if the Board of Directors of PMGI) shall reasonably determine that the preservation thereof is no longer necessary or desirable in the conduct of the business of the Issuer and its PMGI and their Subsidiaries as a whole.

Fundamental Changes; Dispositions. Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, or conduct any Asset Sale with respect to, all or any part of its business, property or assets, whether now owned or hereafter acquired (or agree to do any of the foregoing), or purchase or otherwise acquire, whether in one transaction or a series of related transactions, all or substantially all of the assets of any Person (or any division thereof) (or agree to do any of the foregoing); provided, however, (i) that any Wholly Owned Subsidiary of the Issuer may be merged into the Issuer or another such Wholly Owned Subsidiary of the Issuer, or may consolidate with another such Wholly Owned Subsidiary of the Issuer and (ii) the Issuer may change its state of incorporationIssuer, so long as (A) no other provision of this Agreement would be violated thereby, (B) the Issuer gives the Holders at least 30 days’ prior written notice of such merger, consolidation merger or change of state of incorporationconsolidation, (C) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, (D) all action has been taken, to the satisfaction of the Agent, such that the Agent’s rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected in any manner by such merger, merger or consolidation or change of state of incorporation and (E) the surviving Subsidiary, if any, Subsidiary is a party to this Agreement, the Guarantor Security and Pledge Agreement and all other applicable Security Documents, and the Capital Stock of such Subsidiary is pledged pursuant to the Issuer Security and Pledge Agreement or the Guarantor Security and Pledge Agreement, and each of such documents is in full force and effect on the date of and immediately after giving effect to such merger or consolidation; and provided, further, that any Obligor may dispose of obsolete or worn-out equipment in the ordinary course of business and that the Issuer shall not be required to preserve the corporate existence of any Subsidiary that has no material assets or liabilities if the Board of Directors of the Company Issuer shall reasonably determine that the preservation thereof is no longer necessary or desirable in the conduct of the business of the Issuer and its Subsidiaries as a whole.

Fundamental Changes; Dispositions. Wind-up, liquidate or dissolve, or merge, Neither the Borrower nor any Required Guarantor will (i) consolidate or amalgamate merge with or into any Personother Person or (ii) sell, or conduct any Asset Sale with respect to, all or any part of its business, property or assets, whether now owned or hereafter acquired (or agree to do any of the foregoing), or purchase lease or otherwise acquire, whether transfer (in one transaction or in a series of related transactions, ) all or substantially all of the its assets of to any Person (or any division thereof) (or agree to do any of the foregoing)other Person; provided, however, (i) any Wholly Owned Subsidiary of the Issuer may be merged into the Issuer or another such Wholly Owned Subsidiary of the Issuer, or may consolidate with another such Wholly Owned Subsidiary of the Issuer and (ii) the Issuer may change its state of incorporation, so long as provided that (A) no other provision of this Agreement would be violated thereby, (Bx) any Person may consolidate or merge with or into the Issuer gives Borrower in a transaction in which the Holders Borrower is the surviving Person and (y) if at least 30 days’ prior written notice of such merger, consolidation or change of state of incorporation, (C) the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing either before continuing, any Person may consolidate or after giving effect 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 such transaction, (D) all action has been taken, an agreement executed and delivered to the satisfaction 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 “know 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; (B) any Required Guarantor may merge into or consolidate with or sell, lease or otherwise transfer all or substantially all of its assets to the Agent(x) Borrower or (y) a Restricted Subsidiary, such provided that the Agent’s rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected in any manner by such merger, consolidation consolidation, sale, lease or change of state of incorporation and (E) other transfer by the surviving Subsidiary, if any, is a party Initial Guarantor pursuant to this Agreementclause (y) shall be with, the into or to a Guarantor Security and Pledge Agreement and all other applicable Security Documents, and the Capital Stock of such Subsidiary is pledged pursuant to the Issuer Security and Pledge Agreement or the Guarantor Security and Pledge Agreement, and each of such documents is in full force and effect on the date of and immediately after giving effect to such merger or consolidation; and provided, further, that any Obligor may dispose of obsolete or worn-out equipment in the ordinary course of business and that the Issuer shall not be required to preserve the corporate existence of any a Restricted Subsidiary that has no material assets becomes a Guarantor contemporaneously with such merger, consolidation, sale, lease or liabilities if the Board of Directors of the Company shall reasonably determine that the preservation thereof is no longer necessary or desirable in the conduct of the business of the Issuer and its Subsidiaries as a whole.other transfer; and

Fundamental Changes; Dispositions. Wind-up, liquidate or dissolve, or merge, Neither the Borrower nor any Required Guarantor will (i) consolidate or amalgamate merge with or into any Personother Person or (ii) sell, or conduct any Asset Sale with respect to, all or any part of its business, property or assets, whether now owned or hereafter acquired (or agree to do any of the foregoing), or purchase lease or otherwise acquire, whether transfer (in one transaction or in a series of related transactions, ) all or substantially all of the its assets of to any Person (or any division thereof) (or agree to do any of the foregoing)other Person; provided, however, (i) any Wholly Owned Subsidiary of the Issuer may be merged into the Issuer or another such Wholly Owned Subsidiary of the Issuer, or may consolidate with another such Wholly Owned Subsidiary of the Issuer and (ii) the Issuer may change its state of incorporation, so long as provided that (A) no other provision of this Agreement would be violated thereby, (Bx) any Person may consolidate or merge with or into the Issuer gives Borrower in a transaction in which the Holders Borrower is the surviving Person and (y) if at least 30 days’ prior written notice of such merger, consolidation or change of state of incorporation, (C) the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing either before continuing, any Person may consolidate or after giving effect 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 such transaction, (D) all action has been taken, an agreement executed and delivered to the satisfaction 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 “know 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; (B) any Required Guarantor may merge into or consolidate with or sell, lease or otherwise transfer all or substantially all of its assets to the Agent(x) Borrower or (y) a Restricted Subsidiary, such provided that the Agent’s rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected in any manner by such merger, consolidation consolidation, sale, lease or change of state of incorporation other transfer by the Initial Guarantor pursuant to this clause (y) shall be with, into or to a Guarantor or a Restricted Subsidiary that becomes a Guarantor contemporaneously with such merger, consolidation, sale, lease or other transfer; and (EC) any Required Guarantor may merge into, or consolidate with, any Person other than the Borrower or a Restricted Subsidiary if (x) such Required Guarantor is the surviving Subsidiary, if any, entity or (y) such other Person is the surviving entity and becomes a party to this Agreement, the Restricted Subsidiary and a Guarantor Security and Pledge Agreement and all other applicable Security Documents, and the Capital Stock of such Subsidiary is pledged pursuant to the Issuer Security and Pledge Agreement or the Guarantor Security and Pledge Agreement, and each of such documents is in full force and effect on the date of and immediately after giving effect to contemporaneously with such merger or consolidation; and provided, further, that any Obligor may dispose of obsolete or worn-out equipment in the ordinary course of business and that the Issuer shall not be required to preserve the corporate existence of any Subsidiary that has no material assets or liabilities if the Board of Directors of the Company shall reasonably determine that the preservation thereof is no longer necessary or desirable in the conduct of the business of the Issuer and its Subsidiaries as a whole.

Fundamental Changes; Dispositions. Wind-upMerge, liquidate or dissolve, or mergeliquidate, consolidate or amalgamate with any or into another Person, except that, (a) the Parent may merge or conduct consolidate with any Asset Sale of its Restricted Subsidiaries (other than either Borrower) provided that the Parent is the continuing or surviving corporation, (b) the Company may merge or consolidate with respect toany of its Restricted Subsidiaries (other than the Designated Borrowers) provided that the Company is the continuing or surviving corporation, all (c) the Merger and the Post-Closing Reorganization may each be consummated, (d) any Designated Borrower may merge or consolidate with any of its Restricted Subsidiaries (other than another Designated Borrower) provided that such Designated Borrower is the continuing or surviving corporation, (e) any Domestic Subsidiary of the Company may merge or consolidate with any other Domestic Subsidiary of the Company provided that if a Domestic Guarantor is a party to such transaction, the continuing or surviving Person is (or shall, simultaneously upon consummation of such transaction, become) a Domestic Guarantor, (f) any Foreign Subsidiary (other than a Designated Borrower) of the Company may merge or consolidate with any other Foreign Subsidiary (other than a Designated Borrower) of the Company provided that if a Foreign Guarantor is a party to such transaction, the continuing or surviving Person is (or shall, simultaneously upon consummation of such transaction, become) a Foreign Guarantor, (g) the Parent or any part Restricted Subsidiary may merge with any other Person in connection with a Permitted Acquisition, provided that (i) if the Parent is a party to such transaction, the Parent is the continuing or surviving corporation, (ii) if the Company is a party to such transaction, the Company is the continuing or surviving corporation, (iii) if a Designated Borrower is a party to such transaction, such Designated Borrower is the continuing or surviving corporation and (iv) if any other Loan Party is a party to such transaction, the continuing or surviving Person is (or, if not already a Loan Party, shall, substantially concurrently with the consummation of such transaction, become) a Loan Party, (h) any Restricted Subsidiary (other than a Borrower) may dissolve, liquidate or wind up its businessaffairs at any time, property provided that such dissolution, liquidation or assetswinding up, whether now owned or hereafter acquired (or agree as applicable, could not reasonably be expected to do any of the foregoing), or purchase or otherwise acquire, whether in one transaction or have a series of related transactions, all or substantially all of the assets of any Person (or any division thereof) (or agree to do any of the foregoing); provided, howeverMaterial Adverse Effect, (i) any Wholly Owned Restricted Subsidiary of the Issuer (other than a Borrower) may be merged merge or consolidate with or into the Issuer or another such Wholly Owned Subsidiary of the IssuerPerson, or dissolve or liquidate, in each case, solely for the purpose of effecting a Disposition expressly permitted pursuant to Section 8.05 and (j) any Restricted Subsidiary may merge or consolidate with another any other Person in order to effectuate an Investment expressly permitted pursuant to Section 8.02 provided that (i) if such Wholly Owned Restricted Subsidiary of is (x) a Domestic Loan Party, the Issuer continuing or surviving Person is or shall become a Domestic Loan Party (and if such Subsidiary is the Company, the Company shall be the continuing or surviving Person) or (y) a Foreign Loan Party, the continuing or surviving Person is or shall become a Loan Party (and if such Subsidiary is a Designated Borrower, such Designated Borrower shall be the continuing or surviving Person), and (ii) if the Issuer may change continuing or surviving Person shall be a Restricted Subsidiary (other than an Immaterial Subsidiary), such Person, together with each of its state of incorporationRestricted Subsidiaries (if any), so long as (A) no other provision of this Agreement would be violated thereby, (B) the Issuer gives the Holders at least 30 days’ prior written notice of such merger, consolidation or change of state of incorporation, (C) no Default or Event of Default shall have occurred and be continuing either before complied with Section 7.12 within the timeframes specified therein. 8.05 Dispositions. Make any Disposition except: 251 . Other than in connection with the 2024 SS&C International Reorganization Transactions, merge, dissolve, liquidate, consolidate or after giving effect to 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 transaction, (D) all action has been taken, to the satisfaction of the Agent, such that the Agent’s rights transactions in any CollateralFiscal Year, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected in any manner by such merger, consolidation or change of state of incorporation and (E) the surviving Subsidiary, if any, is a party to this Agreement, the Guarantor Security and Pledge Agreement and all other applicable Security Documents, and the Capital Stock of such Subsidiary is pledged pursuant to the Issuer Security and Pledge Agreement or the Guarantor Security and Pledge Agreement, and each of such documents is in full force and effect on the date of and immediately after giving effect to such merger or consolidation; and provided, further, that any Obligor may dispose of obsolete or worn-out equipment in the ordinary course of business and that the Issuer shall not be required to preserve the corporate existence of any Subsidiary that has no material assets or liabilities if the Board of Directors of the Company shall reasonably determine that the preservation thereof is no longer necessary or desirable in the conduct of the business of the Issuer and its Subsidiaries as a whole.except:

Fundamental Changes; Dispositions. Wind-up(a) The Borrower will not, liquidate and will not permit any Material Subsidiary to, merge into or dissolve, or merge, consolidate or amalgamate with any other Person, or conduct permit any Asset Sale other Person to merge into or consolidate with respect toit, all consummate a Division as the Dividing Person or any part of its businesssell, property or assetstransfer, whether now owned or hereafter acquired (or agree to do any of the foregoing), or purchase lease or otherwise acquire, whether dispose of (in one transaction or a series of related transactions) all or any substantial part of its assets, or all or substantially all of the assets stock of any Person of its Material Subsidiaries (in each case, whether now owned or any division thereof) (or agree to do any of the foregoinghereafter acquired); provided, however, (i) any Wholly Owned Subsidiary of the Issuer may be merged into the Issuer or another such Wholly Owned Subsidiary of the Issuer, or may consolidate with another such Wholly Owned Subsidiary of liquidate or dissolve, except that, if at the Issuer time thereof and (ii) the Issuer may change its state of incorporation, so long as (A) immediately after giving effect thereto no other provision of this Agreement would be violated thereby, (B) the Issuer gives the Holders at least 30 days’ prior written notice of such merger, consolidation or change of state of incorporation, (C) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction(i) any Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (Dii) all action has been takenany Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary so long as, to in the satisfaction of the Agent, event that either such that the Agent’s rights in any Collateral, including, without limitationSubsidiary is a Guarantor, the existence, perfection and priority of any Lien thereon, are not adversely affected in any manner by surviving entity is a Guarantor or becomes a Guarantor concurrently with such merger, consolidation (iii) any Subsidiary may sell, transfer, lease or change otherwise dispose of state of incorporation and (E) its assets to the surviving SubsidiaryBorrower or to another Subsidiary so long as, if anyin the event that the Subsidiary selling, transferring, leasing or otherwise disposing such assets is a party to this AgreementGuarantor, the entity to which it sells, transfers, leases or otherwise disposes of its assets is the Borrower or a Guarantor Security or becomes a Guarantor concurrently with such asset sale, (iv) 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 Pledge Agreement and all other applicable Security Documentsis not materially disadvantageous to the Lenders, and (v) any Subsidiary may merge into or consolidate with any Person in connection with a Permitted Acquisition so long as, in the Capital Stock of event that such Subsidiary is pledged pursuant to a Guarantor, the Issuer Security and Pledge Agreement surviving entity is a Guarantor or the becomes a Guarantor Security and Pledge Agreement, and each of concurrently with such documents merger or consolidation; provided that any such merger involving a Person that is in full force and effect on the date of and not a wholly owned Subsidiary immediately after giving effect prior to such merger or consolidation; and provided, further, that any Obligor may dispose of obsolete or worn-out equipment in the ordinary course of business and that the Issuer shall not be required to preserve the corporate existence of permitted unless also permitted by Section 6.04, (vi) any Subsidiary may consummate a Disposition permitted by Section 6.03(c) and (vii) any Subsidiary that has no material assets or liabilities if is a limited liability company may consummate a Division as the Board of Directors Dividing Person if, immediately upon the consummation of the Company shall reasonably determine that Division, the preservation thereof is no longer necessary assets of the applicable Dividing Person are held by one or desirable more Subsidiaries at such time so long as, in the conduct case of a Division pursuant to which the business Dividing Person is a Guarantor, any such Subsidiaries which hold such assets upon the consummation of the Issuer and its Subsidiaries as a wholesuch Division are Guarantors or become Guarantors concurrently with such Division.

Fundamental Changes; Dispositions. (i) Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, or conduct any Asset Sale with respect to, all including by means of a "plan of division" under the Delaware Limited Liability Company Act or any part comparable transaction under any similar law, or permit any of its business, property or assets, whether now owned or hereafter acquired Subsidiaries to do (or agree to do do) any of the foregoing), or purchase or otherwise acquire, whether in one transaction or a series of related transactions, all or substantially all of the assets of any Person (or any division thereof) (or agree to do any of the foregoing); provided, however, that (iA) any Wholly Owned wholly-owned Subsidiary of the Issuer any Loan Party (other than a Borrower) may be merged into the Issuer such Loan Party or another such Wholly Owned wholly-owned Subsidiary of the Issuersuch Loan Party, or may consolidate or amalgamate with another such Wholly Owned wholly-owned Subsidiary of the Issuer and (ii) the Issuer may change its state of incorporationsuch Loan Party, so long as (A1) no other provision of this Agreement would be violated thereby, (B2) the Issuer such Loan Party gives the Holders Agents at least 30 days’ ' prior written notice of such merger, consolidation or change amalgamation accompanied by true, correct and complete copies of state all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, but not limited to, the certificate or certificates of incorporationmerger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (C3) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, (D4) all action has been taken, to the satisfaction of the Agent, such that the Agent’s Lenders' rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected in any manner by such merger, consolidation or change of state of incorporation amalgamation and (E5) the surviving Subsidiary, if any, if not already a Loan Party, is joined as a Loan Party hereunder pursuant to a Joinder Agreement and is a party to this Agreement, the Guarantor a Security and Pledge Agreement and all other applicable Security Documents, and the Capital Stock Equity Interests of such Subsidiary is pledged pursuant to the Issuer subject of a Security and Pledge Agreement or the Guarantor Security and Pledge Agreement, and in each of such documents case, which is in full force and effect on the date of and immediately after giving effect to such merger merger, consolidation or consolidation; amalgamation and provided(B) the Loan Parties may wind down and terminate the HowStuffWorks and MyStockFund businesses, further, that any Obligor may dispose of obsolete or worn-out equipment in the ordinary course of business and that the Issuer shall not be required to preserve the corporate existence of liquidate any Subsidiary that has substantially no material assets or liabilities if the Board of Directors of the Company shall reasonably determine that the preservation thereof is no longer necessary or desirable in the conduct of business other than the business of HowStuffWorks or MyStockFund, so long as the Issuer and its Subsidiaries as assets of such Subsidiary are distributed to a whole.Loan Party prior to (or concurrently with) the effectiveness of such liquidation; and; and