Common use of Fundamental Changes, Line of Business Clause in Contracts

Fundamental Changes, Line of Business. (a) The Borrower will not, nor will it permit any Subsidiary to, merge into or consolidate with, or transfer substantially all of its assets to, 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 Default shall have occurred and be continuing, (i) any wholly-owned Subsidiary may merge into the Borrower in a transaction in which the surviving entity is the Borrower, (ii) any Subsidiary may merge with any one or more other Subsidiaries (in each case, other than the Borrower) provided that (x) when any wholly-owned Subsidiary is merging with another Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving Person and (y) if any party to such merger is a Subsidiary Loan Party, the continuing or surviving Person is or becomes a Subsidiary Loan Party concurrently with such merger, (iii) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (iv) any asset sale permitted by Section 6.05(g) may be effected through the merger of a subsidiary of the Borrower with a third party; provided that any such merger referred to in clauses (ii), (iii) or (iv) above involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.

Fundamental Changes, Line of Business. (a) The Borrower will not, nor and will it not permit any Subsidiary to, merge into or consolidate with, or transfer substantially all of its assets to, with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise Dispose of (in one transaction or in a series of transactions) all or any substantial part of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, continuing (i) any wholly-owned Subsidiary may merge into the Borrower in a transaction in which the surviving entity Borrower is the Borrowersurviving entity, (ii) any Subsidiary may merge with into any one or more other Subsidiaries (Subsidiary in each casea transaction in which the surviving entity is a Subsidiary, other than the Borrower) provided that (x) when in the event any wholly-owned Subsidiary is merging with another Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving Person and (y) if any party to such merger is a Subsidiary Loan Party, the continuing or surviving Person such Subsidiary that is or becomes a Subsidiary Loan Party concurrently with such mergershall be the surviving entity, (iii) any Subsidiary (other than that is a Loan Party may sell, transfer, lease or otherwise Dispose of its assets to the Borrower or to another Subsidiary that is a Loan Party, (iv) any Subsidiary that is not a Loan Party may sell, transfer, lease or otherwise Dispose of its assets to another Subsidiary that is not a Loan Party, (v) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (iv) any asset sale permitted by Section 6.05(g) may be effected through the merger of a subsidiary of the Borrower with a third partyLenders; provided that any such merger referred to in clauses (ii), (iii) or (iv) above involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.046.4.

Fundamental Changes, Line of Business. (a) The Borrower will not, nor and will it not permit any Subsidiary to, of its Restricted Subsidiaries to merge into or consolidate with, or transfer substantially all of its assets to, with any other Person, or permit any other Person to merge into or consolidate with itthem, or liquidate or dissolve, except that that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, (i) any wholly-owned Subsidiary may merge into, consolidate or liquidate into the Borrower in a transaction in which the Borrower is the surviving entity is corporation, and, in the case of a liquidation or dissolution, all assets of such Subsidiary are distributed to the Borrower, (ii) any Subsidiary of the Borrower may merge with or into, liquidate into or consolidate with any one Restricted Subsidiary in a transaction in which the surviving or more other Subsidiaries resulting entity is a Restricted Subsidiary (in each case, other than the Borrower) provided that (x) when any wholly-owned Subsidiary is merging with another Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving Person and (y) if any party to such merger merger, liquidation or consolidation is a Subsidiary Loan PartyGuarantor, the continuing surviving or surviving Person is or becomes resulting entity shall be a Subsidiary Loan Party concurrently with such mergerGuarantor), and (iii) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (iv) any asset sale Permitted Acquisitions as permitted by Section 6.05(g6.04(vii) or other Investments permitted by Section 6.04 may be effected through the merger of a subsidiary of the Borrower with a third partyconsummated; provided that any such merger referred in connection with each of the foregoing, the appropriate Loan Parties (if any) shall take all actions necessary or reasonably requested by the Collateral Agent to maintain the perfection of or perfect, as the case may be, protect and preserve the Liens on the Collateral granted to the Collateral Agent pursuant to the Security Documents and otherwise comply with the provisions of Sections 5.11, 5.12 and 5.15, in clauses (ii)each case, (iii) or (iv) above involving a Person that is not a wholly-owned Subsidiary immediately prior on the terms set forth therein and to such merger shall not be permitted unless also permitted by Section 6.04the extent applicable.

Fundamental Changes, Line of Business. (a) The Borrower Loan Parties will not, nor and will it not permit any Subsidiary of their Subsidiaries to, directly or indirectly, merge into or consolidate with, or transfer substantially all of its assets to, with any other Person, or permit any other Person to merge into or consolidate with itthem, or liquidate or dissolve, except that that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, (i) any wholly-owned Subsidiary may merge into the Borrower in a transaction in which the surviving entity Borrower is the Borrowersurviving corporation, (ii) any Subsidiary may merge with or into any one or more other Subsidiaries (in each case, other than the Borrower) provided that (x) when any wholly-wholly owned Subsidiary in a transaction in which the surviving entity is merging with another Subsidiary, a wholly-wholly owned Subsidiary shall be the continuing or surviving Person and (y) if any party to such merger is a Subsidiary Loan Party, the continuing or surviving Person ) is or becomes a Subsidiary Loan Party concurrently with such mergerParty, (iii) any Subsidiary (other than Permitted Acquisitions may be consummated so long as the surviving Person is the Borrower or a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and , (iv) any asset sale sales, transfers, leases or dispositions permitted by Section 6.05(g) 6.05 may be effected through by way of merger or consolidation of any Subsidiary with any other Person (whether or not such Subsidiary is the merger of a subsidiary surviving entity) and (v) PII may be dissolved pursuant to the terms of the Borrower with a third party; Foreign Subsidiary Restructuring Documents, provided that any such merger referred in connection with the foregoing, the appropriate Loan Parties shall take all actions necessary or reasonably requested by the Collateral Agent to maintain the perfection of or perfect, as the case may be, protect and preserve the Liens on the Collateral granted to the Collateral Agent pursuant to the Security Documents and otherwise comply with the provisions of Sections 5.11 and 5.12, in clauses (ii)each case, (iii) or (iv) above involving a Person that is not a wholly-owned Subsidiary immediately prior on the terms set forth therein and to such merger shall not be permitted unless also permitted by Section 6.04the extent applicable.

Fundamental Changes, Line of Business. (a) The Borrower Loan Parties will not, nor and will it not permit any Subsidiary of their Subsidiaries to, directly or indirectly, merge into or consolidate with, or transfer substantially all of its assets to, with any other Person, or permit any other Person to merge into or consolidate with itthem, or liquidate or dissolve, except that that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any wholly-wholly owned Subsidiary may merge into the Borrower in a transaction in which the surviving entity Borrower is the Borrowersurviving corporation, (ii) any wholly owned Subsidiary may merge with or into any one or more other Subsidiaries (in each case, other than the Borrower) provided that (x) when any wholly-wholly owned Subsidiary in a transaction in which the surviving entity is merging with another Subsidiary, a wholly-wholly owned Subsidiary shall be the continuing or surviving Person (and (y) if any party to such merger is a Subsidiary Loan Party, the continuing or surviving Person entity is or becomes a Subsidiary Loan Party concurrently with such mergerParty), and (iii) any Subsidiary (other than may merge with or into an entity in a Subsidiary Permitted Acquisition in a transaction in which the surviving entity is a Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and (iv) any asset sale permitted by Section 6.05(g) may be effected through the merger of a subsidiary of the Borrower with a third party; provided that any such merger referred in connection with the foregoing, the appropriate Loan Parties shall take all actions necessary or reasonably requested by the Administrative Agent to expressly assume the obligations of each non-surviving entity under each of the Loan Documents and to maintain the perfection of or perfect, as the case may be, protect and preserve the Liens on the Collateral granted to the Administrative Agent pursuant to the Security Documents and otherwise comply with the provisions of Sections 5.11 and 5.12, in clauses (ii)each case, (iii) or (iv) above involving a Person that is not a wholly-owned Subsidiary immediately prior on the terms set forth therein and to such merger shall not be permitted unless also permitted by Section 6.04the extent applicable.

Fundamental Changes, Line of Business. (a) The Borrower will Loan Parties shall not, nor will it and shall not permit any Subsidiary of their Subsidiaries to, merge into or consolidate with, or transfer substantially all of its assets to, with any other Person, or permit any other Person to merge into or consolidate with itthem, or liquidate or dissolve, except that that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any wholly-owned Subsidiary may merge into Borrower in a transaction in which Borrower is the Borrower surviving corporation, (ii) any wholly-owned Subsidiary may merge with or consolidate into any wholly-owned Subsidiary in a transaction in which the surviving entity is the Borrower, (ii) any a Subsidiary may merge with any one or more other Subsidiaries (in each case, other than the Borrower) provided that (x) when any wholly-owned Subsidiary is merging with another Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving Person and (y) if any party to such merger is a Subsidiary Loan Party, the continuing or surviving Person ) is or becomes a Subsidiary Loan Party concurrently with such merger(if it would be required to be so pursuant to Section 5.14), (iii) any Subsidiary (other than Permitted Acquisition may be consummated so long as the surviving person is Borrower or a Subsidiary Loan Party) Party (if it would be required to be so pursuant to Section 5.14); provided that in connection with the foregoing, the appropriate Loan Parties shall take all actions necessary or reasonably requested by the Collateral Agent to maintain the perfection of or perfect, as the case may liquidate or dissolve if be, protect and preserve the Borrower determines in good faith that such liquidation or dissolution is in Liens on the best interests of the Borrower and is not materially disadvantageous Collateral granted to the Lenders Collateral Agent pursuant to the Pledge Agreements and otherwise comply with the provisions of Sections 5.11, 5.12 and 5.14, in each case on the terms set forth therein and to the extent applicable and (iv) any asset sale permitted by Section 6.05(g) Non-Loan Party may be effected through the merger of a subsidiary of the Borrower merge with a third party; provided that or consolidate into any such merger referred to in clauses (ii), (iii) or (iv) above involving a Person that is not a whollyother Non-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04Loan Party.

Fundamental Changes, Line of Business. (a) The Borrower Borrowers will not, nor and will it not permit any Domestic Subsidiary to, merge into or consolidate with, or transfer substantially all of its assets to, into any other Person, or permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of their Domestic Subsidiaries (in each case, whether now owned or hereafter acquired) or liquidate or dissolve; provided, except that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing, continuing (i) a Borrower or any wholly-owned Domestic Subsidiary may merge into the with a Person if such Borrower in (or such Domestic Subsidiary if a transaction in which Borrower is not a party to such merger) is the surviving entity is the BorrowerPerson, (ii) any Domestic Subsidiary that is not a Borrower may merge with any one or more other Subsidiaries (in each caseinto another Domestic Subsidiary; provided, other than the Borrower) provided that (x) when any wholly-owned Subsidiary is merging with another Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving Person and (y) if any party to such merger is a Subsidiary Loan Party, the continuing or surviving Person is or becomes a Subsidiary Loan Party concurrently with such mergershall be the surviving Person, (iii) any Domestic Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to a Borrower or to a Subsidiary Loan Party and (iv) any Domestic Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines Borrowers determine in good faith that such liquidation or dissolution is in the best interests of the Borrower Borrowers and is not materially disadvantageous to the Lenders and (iv) any asset sale permitted by Section 6.05(g) may be effected through the merger of a subsidiary of the Borrower with a third partyLenders; provided provided, that any such merger referred to in clauses (ii), (iii) or (iv) above involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.047.6.

Fundamental Changes, Line of Business. (a) The Borrower Loan Parties will not, nor and will it not permit any Subsidiary of their Subsidiaries to, directly or indirectly, merge into or consolidate with, or transfer substantially all of its assets to, with any other Person, or permit any other Person to merge into or consolidate with itthem, or liquidate or dissolve, except that that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) two or more Borrowers may be merged together in a transaction in which a Borrower is the surviving corporation, (ii) any wholly-wholly owned Subsidiary may merge into a Borrower in a transaction in which such Borrower is the Borrower surviving corporation, (iii) any wholly owned Subsidiary may merge with or into any wholly owned Subsidiary in a transaction in which the surviving entity is the Borrower, (ii) any Subsidiary may merge with any one or more other Subsidiaries (in each case, other than the Borrower) provided that (x) when any wholly-a wholly owned Subsidiary is merging with another Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving Person (and (y) if any party to such merger is a Subsidiary Loan Party, the continuing or surviving Person entity is or becomes a Subsidiary Loan Party concurrently with such merger, (iii) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and ), (iv) any asset sale Subsidiary may merge with or into an entity in a Permitted Acquisition in a transaction in which the surviving entity is a Loan Party; (v) the Merger shall be permitted by Section 6.05(gand (vi) may the Proposed Reorganization shall be effected through the merger of a subsidiary of the Borrower with a third partypermitted; provided that any such merger referred in connection with the foregoing, the appropriate Loan Parties shall take all actions necessary or reasonably requested by the Administrative Agent to expressly assume the obligations of each non-surviving entity under each of the Loan Documents and to maintain the perfection of or perfect, as the case may be, protect and preserve the Liens on the Collateral granted to the Administrative Agent pursuant to the Security Documents and otherwise comply with the provisions of Sections 5.11 and 5.12, in clauses (ii)each case, (iii) or (iv) above involving a Person that is not a wholly-owned Subsidiary immediately prior on the terms set forth therein and to such merger shall not be permitted unless also permitted by Section 6.04the extent applicable.

Fundamental Changes, Line of Business. (a) The Borrower Loan Parties will not, nor and will it not permit any Subsidiary of their Subsidiaries to, directly or indirectly, merge into or consolidate with, or transfer substantially all of its assets to, with any other Person, or permit any other Person to merge into or consolidate with itthem, or liquidate or dissolve, except that that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) the Borrowers may be merged together in a transaction in which either of them is the surviving corporation, (ii) any wholly-wholly owned Subsidiary may merge into a Borrower in a transaction in which such Borrower is the Borrower surviving corporation, (iii) any wholly owned Subsidiary may merge with or into any wholly owned Subsidiary in a transaction in which the surviving entity is the Borrower, (ii) any a Subsidiary may merge with any one or more other Subsidiaries (in each case, other than the Borrower) provided that (x) when any wholly-owned Subsidiary is merging with another Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving Person and (y) if any party to such merger is a Subsidiary Loan Party, the continuing or surviving Person entity is or becomes a Subsidiary Loan Party concurrently with such merger, (iii) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and ), (iv) any asset sale permitted by Section 6.05(gSubsidiary may merge with or into an entity in a Permitted Acquisition in a transaction in which the surviving entity is a Loan Party; and (v) may the Mergers shall be effected through the merger of a subsidiary of the Borrower with a third partypermitted; provided that any such merger referred in connection with the foregoing, the appropriate Loan Parties shall take all actions necessary or reasonably requested by the Administrative Agent or the Collateral Agent to expressly assume the obligations of each non-surviving entity under each of the Loan Documents and to maintain the perfection of or perfect, as the case may be, protect and preserve the Liens on the Collateral granted to the Collateral Agent pursuant to the Security Documents and otherwise comply with the provisions of Sections 5.11 and 5.12, in clauses (ii)each case, (iii) or (iv) above involving a Person that is not a wholly-owned Subsidiary immediately prior on the terms set forth therein and to such merger shall not be permitted unless also permitted by Section 6.04the extent applicable.