Common use of Guarantors May Consolidate, etc., on Certain Terms Clause in Contracts

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 11.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no (a) A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) ), another Person, other than the Company or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (into, whether or not such Guarantor is the surviving Person) , another Person, Person other than the Company or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 11.06 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Issuers or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof14.5 of this Indenture, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Targa Resources Partners or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 10.04 hereof, no Guarantor Guarantor, if any, may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof10.05, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no No Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Personinto, any Person other than as set forth in Section 10.04 of the Company or another Guarantor, unless:Indenture.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no A Guarantor may not sell or otherwise dispose of all or substantially all of its assets toassets, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, Person unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 11.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets will, and the Company will not permit any Subsidiary Guarantor to, or consolidate with consolidate, amalgamate or merge with or into or wind up into (whether or not such Guarantor is the surviving Person) another Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its consolidated properties or assets taken as a whole, in one or more related transactions, to any Person (other than the Company or another a Guarantor, ) unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 11.05 (“Releases”) hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in Section 10.05 hereof11.04, no a Guarantor may sell shall not, directly or indirectly, consolidate or merge with or into another Person (whether or not the Guarantor is the surviving corporation), and the Guarantor will not sell, assign, transfer, convey or otherwise dispose of all or substantially all of its the properties or assets toof the Guarantor in one or more related transactions, to another Person (including by way of consolidation or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantormerger), unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no No Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Targa Resources Partners or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof10.6, no a Guarantor may not sell or otherwise dispose of all or substantially all of its assets toassets, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, Person unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof12.6, no a Guarantor may not sell or otherwise dispose of all or substantially all of its assets toassets, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, Person unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof13.05, no a Guarantor may sell not, directly or otherwise dispose of indirectly, (1) consolidate with or merge with or into, or (2) sell, convey, transfer or lease all or substantially all of its properties and assets to, or consolidate with or merge with or into to (whether or not such Guarantor is the surviving Person) another ), any other Person, other than the Company or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no No Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) ), another Person, Person other than the Company Issuer or another a Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Guarantor (other than Parent) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 12.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Suburban Propane or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no a Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no A Guarantor may not sell or otherwise dispose of, in one or a series of related transactions, all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Issuer or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) ), another Person, other than the Company or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereofSECTION 10.6, no a Guarantor may not sell or otherwise dispose of all or substantially all of its assets toassets, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, Person unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) ), another Person, other than the Company Issuers or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in this Section 10.05 hereof8.05, no a Guarantor may not sell or otherwise dispose of all or substantially all of its assets toassets, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in this Section 10.05 hereof10.04, no a Subsidiary Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into another Person (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Subsidiary Guarantor) or consummate a Division as the Dividing Person (in each case, whether or not such Subsidiary Guarantor is the surviving Person), unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof11.05, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Guarantor The Guarantors may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Personinto, any Person other than as set forth Section 801(b)of the Company or another Guarantor, unless:Indenture.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no (a) A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than either of the Company Issuers or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no No Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Partnership or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in Section 10.05 10.07 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Issuer or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 11.05 hereof, no a Guarantor may not transfer, sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than any New Parent, the Parent, the Company or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 14.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Regency Energy Partners or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof10.05, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) ), another Person, other than the Company Issuers or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) ), another Person, other than the Company or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 11.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge or amalgamate with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unlessunless either:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no A Guarantor may not sell or otherwise dispose of all or substantially all of its their assets (other than assets determined to be held by such Guarantor as a qualified intermediary on behalf of third-party taxpayers pursuant to Internal Revenue Code Section 1031) to, or amalgamate or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another GuarantorCompany, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof10.05, no Guarantor may sell or otherwise dispose of of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) ), another Person, other than the Company or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 12.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Subsidiary Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Issuer or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Guarantor Guarantor, if any, may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no a Guarantor may not sell or otherwise dispose of of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Company, or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Guarantor (other than the Company) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Company, the Issuers or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof10.05, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) ), another Person, Person other than the Company or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Subject to Section 10.05 hereof11.6, no a Guarantor (other than the Company) may not sell or otherwise dispose of all or substantially all of its assets toassets, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, Person unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no a Guarantor may not sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Issuers or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Each Guarantor agrees that such Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) ), another Person, other than the Company or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) into, another Person, other than the Company or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no No Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Issuers or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof11.06, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Person whether or another Guarantor, not affiliated with such Guarantor unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 11.05 hereof, no a Guarantor may not transfer, sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than a New Parent, the Company or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof13.05, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than than, with respect to a Subsidiary Guarantor, the Company or another Subsidiary Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof11.06, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate with or amalgamate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) ), another Person, other than the Company or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Issuer or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof or in a transaction not prohibited by Section 4.10 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge or amalgamate with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except Subject to Article 5 hereof and except as otherwise provided in Section 10.05 11.05 hereof, no a Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof11.05, no a Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof8.05, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Person whether or another Guarantor, not affiliated with such Guarantor unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof11.04, no a Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) ), another Person, other than the Company or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in Section 10.05 hereof and subject to 10.04(b) hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in Section 10.05 9.4 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in this Section 10.05 hereof9.03, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Issuer or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge or amalgamate with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Article 5 or Section 10.05 10.07 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Issuer or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company an Issuer or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (regardless of whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Unless it is released from its Note Guarantee pursuant to Section 10.05 8.04 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Issuer or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Guarantor The Guarantors may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Personinto, any Person other than as set forth Section 801(b) of the Company or another Guarantor, unless:Indenture.

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no (a) No Guarantor may shall sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) ), another Person, Person (other than the Company or another Guarantor), unless:,

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no No Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Subject to the provisions of Section 10.05 hereof14.5 of this Indenture, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, Person (other than the Company or another a Restricted Subsidiary of the Company), whether or not affiliated with such Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no a Guarantor may not sell or otherwise dispose of of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof11.06, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) ), another Person, other than the Company or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Subject to Section 10.05 hereof11.6, no a Guarantor (other than Tembec Inc.) may not sell or otherwise dispose of all or substantially all of its assets toassets, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, Person unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in this Section 10.05 hereof8.08, no a Guarantor may not sell or otherwise dispose of all or substantially all of its assets toassets, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Borrower or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 11.05 hereof, no each Guarantor may sell will not, and the Issuer will not permit any Guarantor to, consolidate or merge with or into or wind up into (whether or not such Guarantor is the surviving entity), or sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, any Person unless:

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in Section 10.05 11.09 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Issuer or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof9.04, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Issuer or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in this Section 10.05 hereof11.05, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than either of the Company Issuer or another Guarantor, unlessunless either:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate consolidate, amalgamate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, Guarantor unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereofor Articles 4 or 5, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with consolidate, amalgamate or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company OPTI or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in Section 10.05 hereof10.04, no a Guarantor may shall not sell or otherwise dispose of all or substantially all of its assets to, directly or indirectly, consolidate with or merge with or into another Person (whether or not such the Guarantor is the surviving Personcorporation), and the Guarantor will not sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Guarantor in one or more related transactions, to another Person (including by way of consolidation or merger) another Person, other than the Company Issuer or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 11.05 (“Releases”) hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another GuarantorRestricted Subsidiary, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof11.06, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) ), another Person, Person other than the Company or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no No Guarantor may sell or otherwise dispose of of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof11.06, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such that Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof10.05, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Person whether or another Guarantor, not affiliated with such Guarantor unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 11.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Issuer or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 14.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Issuers or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 11.06 hereof, no a Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Guarantor (other than the Company) may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company Issuer or another Guarantor, unless:

Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.05 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than (i) the Company or another GuarantorGuarantor or (ii) an affiliate of the Company solely for the purpose of reincorporating or reorganizing in the United States or any state thereof, unless: