Common use of Limitation on Fundamental Changes Clause in Contracts

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, or make any material change in its present method of conducting business, except: (a) any Subsidiary of the Borrower may be merged or combined with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any one or more Subsidiaries of the Borrower provided that in the case of any such transaction involving a Wholly Owned Subsidiary, such Wholly Owned Subsidiary shall be the continuing or surviving corporation; (b) any Subsidiary may be dissolved, liquidated or wound up or may sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to Borrower or any Domestic Wholly Owned Subsidiary of the Borrower, and the Borrower may sell, lease, assign, transfer or otherwise dispose of any or all of its assets to any wholly owned Subsidiary of the Borrower which is a party to the Master Guarantee and Collateral Agreement; and (c) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets so long as (i) such transaction does not violate Section 7.6 and (ii) the Borrower complies with the provisions of Section 2.9(c) with respect to such transaction.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, Dispose of all or substantially all a substantial part of its property, Property or business or assets, or make any material change in its present method of conducting business, except: (a) any Subsidiary of the Borrower may be merged or combined consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation), any Wholly Owned Subsidiary Guarantor (provided that the Wholly Owned Subsidiary Guarantor shall be the continuing or surviving corporation) or an entity that will become a Wholly Owned Subsidiary Guarantor following a Permitted Business Acquisition; (b) any Subsidiary of the Borrower may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any Wholly Owned Subsidiary Guarantor; (c) any Foreign Subsidiary of the Borrower may be merged or consolidated with or into any one or more Subsidiaries of the Borrower other Foreign Subsidiary (provided that in the case of any if either such transaction involving Subsidiary is a Wholly Owned Foreign Subsidiary, such Wholly Owned Foreign Subsidiary shall be the continuing or surviving corporation); (bd) any Foreign Subsidiary of the Borrower may be dissolved, liquidated or wound up or may sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to Borrower or any Domestic Wholly Owned Foreign Subsidiary of the Borrower, and the Borrower may sell, lease, assign, transfer or otherwise dispose of any or all of its assets to any wholly owned Subsidiary of the Borrower which is a party to the Master Guarantee and Collateral Agreement; and (ce) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets so long as (i) such transaction does not violate to the extent permitted by Section 7.6 and (ii) the Borrower complies with the provisions of Section 2.9(c) with respect to such transaction7.5.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, or make any material change in its present method of conducting business, except: (a) any Subsidiary of the Borrower may be merged or combined consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any one or more Wholly Owned Subsidiaries of the Borrower which are Subsidiary Guarantors (provided that in the case of any such transaction involving a Wholly Owned Subsidiary, such Wholly Owned Subsidiary or Wholly Owned Subsidiaries shall be the continuing or surviving corporation); (b) any Subsidiary may be dissolved, liquidated or wound up or may sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to Borrower or any Domestic Wholly Owned Subsidiary of the Borrower, and the Borrower may sell, lease, assign, transfer or otherwise dispose of any or all of its assets to any wholly owned Subsidiary of the Borrower which is a party to the Master Guarantee and Collateral Agreement; and (c) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its property, business or assets so long as (iupon voluntary liquidation or otherwise) such transaction does not violate Section 7.6 and (ii) to the Borrower complies or any Wholly Owned Subsidiary of the Borrower which is a Subsidiary Guarantor; (c) any Foreign Subsidiary of the Borrower may be merged or consolidated with or into any one or more Wholly Owned Foreign Subsidiaries of the provisions Borrower and any Foreign Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its property, business or assets (upon voluntary liquidation or otherwise) to any Wholly Owned Foreign Subsidiary; and (d) in the case of any Subsidiary, as permitted by Section 2.9(c) with respect to such transaction8.6.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, or make any material change in its present method of conducting business, except: (a) any Subsidiary of the Borrower may be merged or combined consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporationentity) or with or into any one or more Subsidiaries of the Borrower provided that in the case of any such transaction involving a Wholly Owned Subsidiary, such Subsidiary (provided that (i) a Wholly Owned Subsidiary shall be the continuing or surviving corporationentity and (ii) the surviving entity must be a Guarantor if any merged or consolidated entity is a Guarantor); (b) any Subsidiary may be dissolved, liquidated or wound up or may sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to Borrower or any Domestic Wholly Owned Subsidiary of the Borrower, and the Borrower may sell, lease, assign, transfer or otherwise dispose of merge with and into any or all of its assets other Person to any wholly owned Subsidiary of effect a Permitted Physician Transaction so long as the Borrower which surviving entity is a party to the Master Guarantee and Collateral Agreement; andBorrower; (c) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Wholly Owned Subsidiary, provided that if the Subsidiary whose assets are sold, leased, transferred or otherwise disposed of is a Guarantor, any Subsidiary to which such assets are sold, leased, transferred or otherwise disposed of must also be a Guarantor; and (d) any Subsidiary may be merged with any other Person to effect a Permitted Physician Transaction so long as (i) such transaction does not violate Section 7.6 and (ii) the Borrower complies with surviving entity is the provisions of Section 2.9(c) with respect to such transactionSubsidiary.

Limitation on Fundamental Changes. Enter The Borrower shall not, and shall not permit any of its Subsidiaries to, (i) enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or 84 dissolution), or (ii) convey, sell, lease, assign, transfer or otherwise dispose of, of all or substantially all of its property, business or assets, or make (iii) acquire any material change business or Property from, or capital stock of, or be a party to any acquisition of, any Person (except for purchases of equipment, programming rights and other Property to be sold or used in its present method the ordinary course of conducting business) except that, exceptso long as no Default has occurred and is continuing or would result therefrom: (a) Black Creek may consummate the Cable One Acquisition on the Closing Date in accordance with the terms of the Acquisition Agreement; (b) the Borrower may consummate Permitted Acquisitions in accordance with the terms of Section 6.7(h); (c) any Subsidiary of the Borrower may be merged or combined consolidated with or into into: (i) the Borrower (provided that Borrower, if the Borrower shall be the continuing or surviving corporationcorporation or (ii) or with or into any one or more Subsidiaries of the Borrower other Subsidiary; provided that in the case of if any such transaction involving shall be between a Subsidiary and a Wholly Owned Subsidiary, such the Wholly Owned Subsidiary shall be the continuing or surviving corporation; (b) any Subsidiary may be dissolved, liquidated or wound up or may sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to Borrower or any Domestic Wholly Owned Subsidiary of the Borrower, and the Borrower may sell, lease, assign, transfer or otherwise dispose of any or all of its assets to any wholly owned Subsidiary of the Borrower which is a party to the Master Guarantee and Collateral Agreement; and (cd) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets so long as Property (iupon voluntary liquidation or otherwise) such transaction does not violate Section 7.6 and (ii) to the Borrower complies with or a Wholly Owned Subsidiary of the provisions of Section 2.9(c) with respect to such transactionBorrower.

Limitation on Fundamental Changes. Enter into any merger, --------------------------------- consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, or make any material change in its present method of conducting business, except: (a) any Subsidiary of the Borrower may be merged or combined consolidated with or into the Borrower (provided that the Borrower shall be the continuing or -------- surviving corporation) or with or into any one or more Wholly Owned Subsidiaries of the Borrower (provided that in the case of any such transaction involving a Wholly Owned Subsidiary, such Wholly Owned Subsidiary or -------- Subsidiaries shall be the continuing or surviving corporation); (b) any Subsidiary may be dissolved, liquidated liquidate or wound up or may sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any Domestic other Wholly Owned Subsidiary of the Borrower, and the Borrower may sell, lease, assign, transfer or otherwise dispose of any or all of its assets to any wholly owned Subsidiary of the Borrower which is a party to the Master Guarantee and Collateral Agreement; and; (c) any Subsidiary may sellpursuant to the Merger, leasethe Recapitalization, transfer the Transfer or otherwise dispose of any or all of its assets so long the Assumption; or (d) as (i) such transaction does not violate Section 7.6 and (ii) the Borrower complies with the provisions of Section 2.9(c) with respect to such transactionexpressly permitted by subsection 14.5.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, or make any material change in its present method of conducting business, except: (a) any Wholly Owned Subsidiary of the Borrower may be merged or combined with or into the Borrower (provided that the such Borrower shall be the continuing or surviving corporation) or with or into any one or more Wholly Owned Subsidiaries of the Borrower (provided that in the case of any such transaction involving a Wholly Owned Subsidiary, such Wholly Owned Subsidiary or Subsidiaries shall be the continuing or surviving corporation); (b) any Wholly Owned Subsidiary may be dissolved, liquidated or wound up or may sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to Borrower or any Domestic other Wholly Owned Subsidiary of the Borrower, and the Borrower may sell, lease, assign, transfer or otherwise dispose of any or all of its assets to any wholly owned Subsidiary of the Borrower which is a party to the Master Guarantee and Collateral Agreement; and (c) if any Requirement of Law requires that any Affiliated Professional Corporation merge with, or transfer assets to, a Subsidiary may sellof the Borrower, lease, transfer or otherwise dispose of any or all of its assets so long as (i) such transaction does not violate Section 7.6 and (ii) the Borrower complies may occur with the provisions consent of Section 2.9(c) with respect the Majority Lenders (not to such transactionbe unreasonably withheld).

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, or make any material change in its present method of conducting business, except: (a) any Subsidiary of the Borrower may be merged or combined consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any one or more Wholly Owned Subsidiaries of the Borrower (provided that in the case of any such transaction involving a Wholly Owned Subsidiary, such Wholly Owned Subsidiary or Subsidiaries shall be the continuing or surviving corporation); (b) any Wholly Owned Subsidiary may be dissolved, liquidated or wound up or may sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any Domestic other Wholly Owned Subsidiary of the Borrower; (c) mergers and consolidations in connection with Investments permitted under subsection 8.10(e), and the Borrower may sell, lease, assign, transfer or otherwise dispose of any or all of its assets subject to any wholly owned Subsidiary of the Borrower which is a party to the Master Guarantee and Collateral Agreementcompliance with subsection 7.10; and (cd) any Subsidiary may sell, lease, transfer or otherwise dispose sales and other dispositions of any or all of its assets so long as (i) such transaction does not violate Section 7.6 and (ii) the Borrower complies with the provisions of Section 2.9(c) with respect to such transactionpermitted by subsection 8.6(b).

Limitation on Fundamental Changes. Enter into any merger, --------------------------------- consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, or make any material change in its present method of conducting business, business except: (a) any Subsidiary of the Borrower may be merged or combined consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or any Subsidiary of the Borrower may be merged or consolidated with or into any one or more Wholly-Owned Subsidiaries of the Borrower provided that in the case of any such transaction involving a Wholly Owned Subsidiary, such Wholly Owned Subsidiary shall be the continuing or surviving corporationBorrower; (b) any Subsidiary may be dissolved, liquidated or wound up or may sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to Borrower or any Domestic Wholly Wholly-Owned Subsidiary of the Borrower, and the Borrower may sell, lease, assign, transfer or otherwise dispose of any or all of its assets to any wholly owned Subsidiary of the Borrower which is a party to the Master Guarantee and Collateral Agreement; and (c) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets so long as (iupon voluntary liquidation or otherwise) such transaction does not violate Section 7.6 and (ii) to the Borrower complies with or any other Wholly-Owned Subsidiary of the provisions Borrower; and (c) any Wholly-Owned Subsidiary of Section 2.9(c) with respect the Borrower may enter into any merger or consolidation necessary to such transactioneffect a Permitted Acquisition.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, or make any material change in its present method of conducting business, exceptexcept that: (a) any Subsidiary of the such Borrower may be merged or combined consolidated with or into the such Borrower (provided that the such Borrower shall be the continuing or surviving corporation) or with or into any one or more wholly owned Subsidiaries of the Borrower Company (provided that in the case of any such transaction involving a Wholly Owned Subsidiary, such Wholly Owned wholly owned Subsidiary or Subsidiaries shall be the continuing or surviving corporation); (b) any wholly owned Subsidiary may be dissolved, liquidated or wound up or of such Borrower may sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to Borrower the Company or any Domestic Wholly Owned other wholly owned Subsidiary of the Borrower, and the Company; (c) any Subsidiary of such Borrower may by way of merger or consolidation with or into any other Person, convey, sell, leasetransfer, assign, transfer assign or otherwise dispose of any or all of its assets or its ownership interest in such assets to, any Person to the extent that the sale or other disposition of such assets or such ownership interest of such Subsidiary would be permitted under subsection 9.6; (d) any wholly owned Subsidiary of such Borrower may by way of merger or consolidation with or into any other Person consummate a Permitted Investment, provided that the Borrower which surviving corporation in such merger or consolidation is a party to the Master Guarantee and Collateral AgreementSubsidiary; and (c) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets so long as (i) such transaction does not violate Section 7.6 and (iie) the Borrower complies with the provisions of Section 2.9(c) with respect to such transactionMergers shall be permitted.

Limitation on Fundamental Changes. Enter The Borrower will not, and will not permit any of its Subsidiaries to, enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its propertybusiness units, business assets or assetsother properties, or make any material change in its present method of conducting business, exceptexcept that: (a) the Borrower may effect the Refinancing; (b) so long as no Default or Event of Default would result from the consummation of any merger or consolidation described in this clause (b), (i) any Subsidiary of the Borrower or any other Person may be merged or combined consolidated with or into the Borrower (Borrower, provided that the Borrower shall be the continuing or surviving corporation, and (ii) any Subsidiary of the Borrower or any other Person may be merged or consolidated with or into any one or more other Subsidiaries of the Borrower Borrower, provided that that, in the case of any such transaction merger or consolidation involving one or more Guarantors, a Wholly Owned Subsidiary, such Wholly Owned Subsidiary Guarantor shall be the continuing or surviving corporation; (bc) any Subsidiary may be dissolved, liquidated or wound up or that is not a Guarantor may sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to Borrower the Borrower, a Guarantor or any Domestic Wholly Owned other Subsidiary of the Borrower, and the Borrower may sell, lease, assign, transfer or otherwise dispose of any or all of its assets to any wholly owned Subsidiary of the Borrower which is a party to the Master Guarantee and Collateral Agreement; and (cd) any Subsidiary Guarantor may sell, lease, transfer or otherwise dispose of any or all of its assets so long as (iupon voluntary liquidation or otherwise) such transaction does not violate Section 7.6 and (ii) to the Borrower complies with the provisions of Section 2.9(c) with respect to such transactionor any other Guarantor.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, or make any material change in its present method of conducting business, assets except: (a) any Restricted Subsidiary of the Borrower may be merged or combined consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any one or more wholly owned Restricted Subsidiaries of the Borrower (provided that in the case of any such transaction involving a Wholly Owned Subsidiary, such Wholly Owned wholly owned Restricted Subsidiary or Restricted Subsidiaries shall be the continuing or surviving corporationcorporation and provided that if one of the parties to such transaction is a Subsidiary Guarantor then the continuing or surviving corporation shall be a Subsidiary Guarantor); (b) any Restricted Subsidiary may be dissolvedconvey, liquidated or wound up or may sell, lease, assigntransfer, transfer assign or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any Domestic Wholly Owned other wholly owned Restricted Subsidiary of the BorrowerBorrower (provided that if such selling Restricted Subsidiary is a Subsidiary Guarantor then the acquiring Restricted Subsidiary shall be a Subsidiary Guarantor); and (c) any Restricted Subsidiary may be merged or consolidated with or into, and the Borrower may or convey, sell, lease, assigntransfer, transfer assign or otherwise dispose of any or all of its assets to, any Person to any wholly owned Subsidiary the extent that the sale or other disposition of the Borrower which is a party to the Master Guarantee and Collateral Agreement; and (c) any assets of such Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets so long as (i) such transaction does not violate Section 7.6 and (ii) the Borrower complies with the provisions of Section 2.9(c) with respect to such transactionwould be permitted under subsection 8.6.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, Dispose of all or substantially all a substantial part of its property, Property or business or assets, or make any material change in its present method of conducting business, except: (a) any Subsidiary of the Borrower may be merged or combined consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any one Wholly Owned Subsidiary Guarantor (provided that the Wholly Owned Subsidiary Guarantor shall be the continuing or more Subsidiaries surviving corporation); (b) any Subsidiary of the Borrower may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any Wholly Owned Subsidiary Guarantor; (c) any Foreign Subsidiary of the Borrower may be merged or consolidated with or into any other Foreign Subsidiary (provided that in the case of any if either such transaction involving Subsidiary is a Wholly Owned Foreign Subsidiary, such Wholly Owned Foreign Subsidiary shall be the continuing or surviving corporation); (bd) any Foreign Subsidiary of the Borrower may be dissolved, liquidated or wound up or may sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to Borrower or any Domestic Wholly Owned Foreign Subsidiary of the Borrower, and the Borrower may sell, lease, assign, transfer or otherwise dispose of any or all of its assets to any wholly owned Subsidiary of the Borrower which is a party to the Master Guarantee and Collateral Agreement; and (ce) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets so long as (i) such transaction does not violate to the extent permitted by Section 7.6 and (ii) the Borrower complies with the provisions of Section 2.9(c) with respect to such transaction7.5.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, or make any material change in its present method of conducting business, assets except: (a) any Restricted Subsidiary of the Borrower may be merged or combined consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any one or more wholly owned Restricted Subsidiaries of the Borrower (provided that in the case of any such transaction involving a Wholly Owned Subsidiary, such Wholly Owned wholly owned Restricted Subsidiary or Restricted Subsidiaries shall be the continuing or surviving corporationcorporation and provided that if one of the parties to such transaction is a Subsidiary Guarantor then the continuing or surviving corporation shall be a Subsidiary Guarantor); (b) any Restricted Subsidiary may be dissolvedconvey, liquidated or wound up or may sell, lease, assigntransfer, transfer assign or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any Domestic Wholly Owned other wholly owned Restricted Subsidiary of the BorrowerBorrower (provided that if such selling Restricted Subsidiary is a Subsidiary Guarantor then the acquiring Restricted Subsidiary shall be a Subsidiary Guarantor); and (c) any Restricted Subsidiary may be merged or consolidated with or into, and the Borrower may or convey, sell, lease, assigntransfer, transfer assign or otherwise dispose of any or all of its assets to, any Person to any wholly owned Subsidiary the extent that the sale or other disposition of the Borrower which is a party to the Master Guarantee and Collateral Agreement; and (c) any assets of such Restricted Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets so long as (i) such transaction does not violate Section 7.6 and (ii) the Borrower complies with the provisions of Section 2.9(c) with respect to such transactionwould be permitted under subsection 7.4.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, or make any material change in its present method of conducting business, except: (a) any Subsidiary of the Borrower may be merged or combined consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any one or more wholly owned Subsidiaries of the Borrower (provided that in the case of any such transaction involving a Wholly Owned Subsidiary, such Wholly Owned wholly owned Subsidiary or Subsidiaries shall be the continuing or surviving corporation); (b) any wholly owned Subsidiary may be dissolved, liquidated or wound up or may sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any Domestic Wholly Owned Subsidiary of the Borrower, and the Borrower may sell, lease, assign, transfer or otherwise dispose of any or all of its assets to any other wholly owned Subsidiary of the Borrower which is a party to the Master Guarantee and Collateral Agreement; andBorrower; (c) any Subsidiary of the Borrower may sellenter into any transaction permitted by subsection 9.5 or 9.6; and (d) any merger where the Borrower is the surviving entity; provided, lease, transfer or otherwise dispose of any or all of its assets so long as (i) that such transaction merger does not violate Section 7.6 and (ii) the Borrower complies with the provisions result in a Default or Event of Section 2.9(c) with respect to such transactionDefault.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, or make any material change in its present method of conducting business, except: (a) any Subsidiary of the Borrower may be merged or combined consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any one or more Wholly Owned Subsidiaries of the Borrower (provided that in the case of any such transaction involving a Wholly Owned Subsidiary, such Wholly Owned Subsidiary or Subsidiaries shall be the continuing or surviving corporation); (b) any Wholly Owned Subsidiary may be dissolved, liquidated or wound up or may sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any Domestic other Wholly Owned Subsidiary of the Borrower; (c) mergers and consolidations in connection with Investments permitted under subsection 8.9(e), and the Borrower may sell, lease, assign, transfer or otherwise dispose of any or all of its assets subject to any wholly owned Subsidiary of the Borrower which is a party to the Master Guarantee and Collateral Agreementcompliance with subsection 7.10; and (cd) any Subsidiary may sell, lease, transfer or otherwise dispose sales and other dispositions of any or all of its assets so long as (i) such transaction does not violate Section 7.6 and (ii) the Borrower complies with the provisions of Section 2.9(c) with respect to such transactionpermitted by subsection 8.6.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, or make any material change in its present method of conducting business, except: (a) any Subsidiary of the Borrower may be merged or combined consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any one or more wholly owned Domestic Subsidiaries of the Borrower (provided that in the case of any such transaction involving a Wholly Owned Subsidiary, such Wholly Owned wholly owned Domestic Subsidiary or Subsidiaries shall be the continuing or surviving corporation); (b) any wholly owned Subsidiary may be dissolved, liquidated or wound up or may sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any Domestic Wholly Owned Subsidiary of the Borrower, and the Borrower may sell, lease, assign, transfer or otherwise dispose of any or all of its assets to any other wholly owned Subsidiary of the Borrower which is a party to the Master Guarantee and Collateral AgreementBorrower; and (c) any in order to consummate an acquisition permitted by subsection 7.10(g), the Borrower or a Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets so be merged with the acquired company as long as the surviving company is (i) the Borrower (if the Borrower consummates any such transaction does not violate Section 7.6 and transaction) or (ii) otherwise, a Subsidiary of the Borrower complies with the provisions of Section 2.9(c) with respect to such transactionBorrower.

Limitation on Fundamental Changes. Enter The Borrower shall not, and shall not permit any of its Subsidiaries to, (i) enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or (ii) convey, sell, lease, assign, transfer or otherwise dispose of, of all or substantially all of its property, business or assets, or make (iii) acquire any material change business or Property from, or capital stock of, or be a party to any acquisition of, any Person (except for purchases of equipment, programming rights and other Property to be sold or used in its present method the ordinary course of conducting business) except that, exceptso long as no Default has occurred and is continuing or would result therefrom: (a) Black Creek may consummate the Cable One Acquisition on the Closing Date in accordance with the terms of the Acquisition Agreement; (b) the Borrower may consummate Permitted Acquisitions in accordance with the terms of Section 6.7(h); (c) any Subsidiary of the Borrower may be merged or combined consolidated with or into into: (i) the Borrower (provided that Borrower, if the Borrower shall be the continuing or surviving corporationcorporation or (ii) or with or into any one or more Subsidiaries of the Borrower other Subsidiary; provided that in the case of if any such transaction involving shall be between a Subsidiary and a Wholly Owned Subsidiary, such the Wholly Owned Subsidiary shall be the continuing or surviving corporation; (b) any Subsidiary may be dissolved, liquidated or wound up or may sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to Borrower or any Domestic Wholly Owned Subsidiary of the Borrower, and the Borrower may sell, lease, assign, transfer or otherwise dispose of any or all of its assets to any wholly owned Subsidiary of the Borrower which is a party to the Master Guarantee and Collateral Agreement; and (cd) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets so long as Property (iupon voluntary liquidation or otherwise) such transaction does not violate Section 7.6 and (ii) to the Borrower complies with or a Wholly Owned Subsidiary of the provisions of Section 2.9(c) with respect to such transactionBorrower.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, amalgamation or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, or make any material change in its present method of conducting business, except: (a) any Restricted Subsidiary of the Borrower Company may be merged or combined consolidated with or into the Borrower Company (provided that the Borrower Company shall be the continuing or surviving corporation) or with or into any one or more Wholly Owned Restricted Subsidiaries of the Borrower Company (provided that in the case of any such transaction involving a Wholly Owned Subsidiary, such Wholly Owned Restricted Subsidiary or Restricted Subsidiaries shall be the continuing or surviving corporation); (b) any Wholly Owned Restricted Subsidiary may be dissolved, liquidated or wound up or may sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to Borrower the Company or any Domestic other Wholly Owned Restricted Subsidiary of the Borrower, and the Borrower may sell, lease, assign, transfer or otherwise dispose of any or all of its assets to any wholly owned Subsidiary of the Borrower which is a party to the Master Guarantee and Collateral AgreementCompany; and (c) the Company or any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets so long Restricted Subsidiaries may enter into any merger, consolidation or amalgamation necessary to effect or in connection with a Permitted Acquisition (provided that the Company or such Restricted Subsidiary, as (i) such transaction does not violate Section 7.6 and (ii) the Borrower complies with case may be, shall be the provisions of Section 2.9(c) with respect to such transactioncontinuing or surviving corporation).

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, or make any material change in its present method of conducting business, except: (a) any Subsidiary of the Parent Borrower may be merged or combined consolidated with or into the Parent Borrower (provided that the Parent Borrower shall be the continuing or surviving corporation) or with or into any one or more Wholly Owned Subsidiaries of the Parent Borrower (provided that in the case of any such transaction involving a Wholly Owned Subsidiary, such Wholly Owned Subsidiary or Subsidiaries of the Parent Borrower shall be the continuing or surviving corporationentity and provided further that no Domestic Subsidiary may be merged or consolidated with or into a Foreign Subsidiary unless the continuing or surviving entity is a Domestic Subsidiary); (b) any Subsidiary may be dissolved, liquidated or wound up or of the Parent Borrower may sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to any Domestic Wholly Owned Subsidiary of the Parent Borrower, and provided that if the Borrower may sell, lease, assign, transfer or otherwise dispose of any or all Subsidiary that so disposes of its assets to any wholly owned Subsidiary of the Borrower which is a party Foreign Subsidiary Borrower, either (i) such Foreign Subsidiary Borrower shall, simultaneously with such disposition, repay in full all outstanding Loans made to it and terminate its right to borrow hereunder or (ii) the Master Guarantee and Collateral Agreementtransferee of such assets shall be a Foreign Subsidiary Borrower; and (c) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets so long as (i) such transaction does not violate Section 7.6 and (ii) the Borrower complies with the provisions of Section 2.9(c) with respect to such transactionexpressly permitted by subsection 8.6.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, or make any material change in its present method of conducting business, except: (a) any Subsidiary of the Borrower may be merged or combined with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any one or more Subsidiaries of the Borrower provided that in the case of any such transaction involving a Wholly Owned Subsidiary, such Wholly Owned Subsidiary shall be the continuing or surviving corporation; (b) any Subsidiary may be dissolved, liquidated or wound up or may sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to Borrower or any Domestic Wholly Owned Subsidiary of the Borrower, and the Borrower may sell, lease, assign, transfer or otherwise dispose of any or all of its assets to any wholly owned Subsidiary of the Borrower which is a party to the Master Guarantee and Collateral Agreement; and; (c) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets so long as (i) such transaction does not violate Section 7.6 and (ii) the Borrower complies with the provisions of Section 2.9(c2.10(d) with respect to such transaction; (d) the merger of Midland into Dawsxx xx accordance with the Acquisition Documentation; and (e) the Merger may be consummated in accordance with the terms of the Merger Agreement.

Limitation on Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, or make any material change in its present method of conducting business, except: (a) any Subsidiary of the Borrower may be merged or combined consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or with or into any one or more wholly-owned Subsidiaries of the Borrower (provided that in the case of any such transaction involving a Wholly Owned Subsidiary, such Wholly Owned wholly-owned Subsidiary or Subsidiaries shall be the continuing or surviving corporation); (b) any wholly-owned Subsidiary may be dissolved, liquidated or wound up or may sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any Domestic Wholly Owned other wholly-owned Subsidiary of the Borrower, and the Borrower may sell, lease, assign, transfer or otherwise dispose of any or all of its assets ; (c) pursuant to any wholly owned Subsidiary sale of the Borrower which is a party to the Master Guarantee and Collateral Agreementassets expressly permitted by subsection 7.6; and (cd) pursuant to any Permitted Acquisition in which the surviving entity is the Borrower or (after giving effect to the acquisition) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets so long as (i) such transaction does not violate Section 7.6 and (ii) the Borrower complies with the provisions of Section 2.9(c) with respect to such transactionSubsidiaries.