Limitations on Fundamental Changes. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except: (a) (i) any Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, the Borrower (provided that the Borrower shall be the continuing or surviving entity) or (ii) any Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith); (b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary; (c) any Subsidiary may dispose of any or all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair market value of such assets as determined at the time of such disposition; (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and to the other holders of its Capital Stock on a pro rata basis and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and to the other holders of its Capital Stock on a pro rata basis; (e) dispositions permitted by Section 11.5; (f) any Wholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition, provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith); and (g) any Person may merge into the Borrower or any of its Wholly-Owned Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Subsidiary of the Borrower.
Appears in 1 contract
Limitations on Fundamental Changes. Merge, consolidate or enter Enter into any similar combination with merger, consolidation or amalgamation, or consummate any other Person Delaware LLC Division, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) except), or convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets, except that:
(a) any Subsidiary of the Company may be merged, amalgamated or consolidated (i) with or into the Company (provided, that, the Company shall be the continuing or surviving corporation) or (ii) with or into any Borrower (other than the Company) (provided, that, (A) such Borrower shall be the continuing or surviving corporation or such surviving or continuing corporation is or becomes a Borrower hereunder and (B) no Domestic Borrower may merge, amalgamate or consolidate into a Foreign Subsidiary or Foreign Subsidiary Holdco unless such Domestic Borrower shall be the continuing or surviving corporation);
(b) any Subsidiary of the Company that is not a Borrower may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, the Borrower (provided that the Borrower shall be the continuing or surviving entity) or (ii) into any Subsidiary of the Company (other than a Foreign Subsidiary or a Foreign Subsidiary Holdco) not required under Section 5.09 to become a Borrower hereunder both immediately before and after such transaction;
(c) any Foreign Subsidiary of the Company or Foreign Subsidiary Holdco may be merged, amalgamated or consolidated with or intointo a Foreign Subsidiary or a Foreign Subsidiary Holdco; provided, that, if any such Foreign Subsidiary or be liquidated Foreign Subsidiary Holdco is a Borrower, such surviving or dissolved into, any Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing company is or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become becomes a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith)hereunder;
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(cd) any Subsidiary of the Company may convey, sell, lease, assign, transfer or otherwise dispose of any or all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up liquidation or otherwise) (i) to a Domestic Borrower, (ii) to any Subsidiary (other than a Foreign Subsidiary or Foreign Subsidiary Holdco) not required under Section 5.09 to be a Borrower hereunder both immediately before and after such transaction, or (iii) as permitted by Section 6.04 of this Agreement (other than to the Borrower or any Subsidiary Guarantor; provided that, with respect extent permitted by reference to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair market value of such assets as determined at the time of such dispositionthis Section 6.03);
(ie) any Non-Guarantor Subsidiary that is a Foreign Subsidiary or Foreign Subsidiary Holdco may convey, sell, lease, assign, transfer or otherwise dispose of all any or substantially all of its assets (upon voluntary liquidation, dissolution, winding up liquidation or otherwise) (i) to any other Non-Guarantor Foreign Subsidiary and to the other holders of its Capital Stock on a pro rata basis and or (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Foreign Subsidiary that is a Domestic Subsidiary and to the other holders of its Capital Stock on a pro rata basis;
(e) dispositions permitted by Section 11.5Holdco;
(f) any Wholly-Owned Subsidiary merger, consolidation or amalgamation, liquidation, winding up, dissolution, conveyance, sale, lease, transfer or other disposition as part of a Permitted Restructuring (provided, that, after giving effect to all of the Borrower may merge steps of any Permitted Restructuring, nothing herein shall effect the Borrowers’ obligations to comply with or into the Person such Wholly-Owned Subsidiary was formed to acquire Section 5.09 in connection with a any Permitted AcquisitionRestructuring, provided that (ito the extent applicable) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith)permitted; and
(g) any Person Subsidiary of a Borrower (other than another Borrower) may merge into the Borrower dissolve or any of its Wholly-Owned Subsidiaries in connection liquidate, provided, that, such Subsidiary has assets with a Permitted Acquisitionfair market value no greater than $1,000,000; provided that provided, that, immediately after any such transaction referred to in clauses (ia) - (e) above and after giving effect thereto, each of the Borrowers is in the case compliance with this Agreement and no Default or Event of a merger involving the Borrower or a Subsidiary Guarantor, the Default shall have occurred and be continuing or surviving Person shall be the Borrower or result from such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Subsidiary of the Borrowertransaction.
Appears in 1 contract
Samples: Second Amendment and Joinder and Assumption Agreement (West Pharmaceutical Services Inc)
Limitations on Fundamental Changes. Merge, consolidate or enter Enter into any similar combination with transaction of merger, consolidation or amalgamation, or purchase or otherwise acquire or become obligated for the purchase of all or substantially all of the assets, business interests or shares of capital stock of any Person or in any other Person manner effectuate or attempt to effectuate an expansion of present business by acquisition or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease, assign, transfer or otherwise dispose of, all, substantially all or any part of its property, business or assets, or make any material change in its present method of conducting business, except:
(a) (i) any Subsidiary of the Borrower may be merged, amalgamated merged or consolidated with or into, or be liquidated or dissolved into, into the Borrower Company (provided that the Borrower so long as Company shall be the continuing or surviving entity) or (ii) corporation); any Domestic Subsidiary of the Borrower may be merged, amalgamated merged or consolidated with or into, or be liquidated or dissolved into, into any 100% Domestic Subsidiary Guarantor (provided that the so long as such 100% Domestic Subsidiary Guarantor shall be the continuing or surviving entity corporation); and any Foreign Subsidiary may be merged or simultaneously consolidated with or into any 100% Domestic Subsidiary or into any 100% Foreign Subsidiary (excluding Vishay Israel) so long as such transaction, 100% Domestic Subsidiary or such 100% Foreign Subsidiary shall be the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewithcorporation);
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(c) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up liquidation or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair market value of such assets as determined at the time of such dispositionCompany;
(ic) any Non-Guarantor Subsidiary that is a Foreign Domestic Subsidiary may sell, lease, transfer or otherwise dispose of all any or substantially all of its assets (upon voluntary liquidation, dissolution, winding up liquidation or otherwise) to any other Non-Guarantor Domestic Subsidiary which is a 100% Subsidiary and to the other holders of its Capital Stock on a pro rata basis and (ii) any Non-Guarantor Subsidiary that is a Domestic Foreign Subsidiary may sell, lease, transfer or otherwise dispose of all any or substantially all of its assets (upon voluntary liquidation, dissolution, winding up liquidation or otherwise) to any Domestic Subsidiary or to any other Non-Guarantor Foreign Subsidiary (excluding Vishay Israel), provided that such Subsidiary is a Domestic Subsidiary and to the other holders of its Capital Stock on a pro rata basis100% Subsidiary;
(e) dispositions permitted by Section 11.5;
(fd) any Wholly-Owned Person other than a Subsidiary of the Borrower may merge or consolidate with or and into the Person such Wholly-Owned Company or any 100% Subsidiary was formed to acquire in connection with a Permitted Acquisition, provided that (excluding Vishay Israel) so long as (i) a the Company or such 100% Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith); and
(g) any Person may merge into the Borrower or any of its Wholly-Owned Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor corporation and (ii) the continuing immediately before and immediately after giving effect to such merger or surviving Person consolidation, no Default or Event of Default shall have occurred and be the Borrower or a Wholly-Owned Subsidiary of the Borrower.continuing;
Appears in 1 contract
Samples: Short Term Revolving Credit Agreement (Vishay Intertechnology Inc)
Limitations on Fundamental Changes. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:
(a) (i) any Consolidated Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, into the Borrower (provided that the Borrower shall be the continuing or surviving entity) or (ii) any Consolidated Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, into any Consolidated Subsidiary Guarantor of the Borrower (provided that the if a Wholly-Owned Subsidiary Guarantor is merging with a Consolidated Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 7.12 in connection therewith);
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(c) any Consolidated Subsidiary may dispose of any or all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) (provided that if such disposition is by an Anadarko JV, such disposition may include a pro rata distribution of assets to the Class A member of such Anadarko JV) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair market value of such assets as determined at the time of such dispositionassets;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and to the other holders of its Capital Stock on a pro rata basis and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and to the other holders of its Capital Stock on a pro rata basisSubsidiary;
(e) dispositions permitted by Section 11.59.5;
(f) any Wholly-Owned Consolidated Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Consolidated Subsidiary was formed to acquire in connection with a Permitted Acquisition, provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 7.12 in connection therewith); and;
(g) any Person may merge into the Borrower or any of its Wholly-Owned Consolidated Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary a Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Subsidiary of the Borrower;
(h) the Borrower or any Consolidated Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it in order to effect an investment permitted under Section 9.3; provided, however, that in each case, immediately after giving effect thereto in the case of any such merger to which any Credit Party is a party, such Credit Party is the surviving corporation or the surviving or continuing Person shall have expressly assumed all of such Credit Party’s obligations under the Loan Documents pursuant to documentation reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Limitations on Fundamental Changes. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:
(a) (i) any Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, into the Borrower (provided that the Borrower shall be the continuing or surviving entity) or (ii) any Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, into any Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 9.10 in connection therewith);
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(c) any Subsidiary may dispose of any or all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair market value of such assets as determined at the time of such dispositionassets;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and to the other holders of its Capital Stock on a pro rata basis and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and to the other holders of its Capital Stock on a pro rata basisSubsidiary;
(e) dispositions permitted by Section 11.5;
(f) any Wholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition, provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 9.10 in connection therewith); and
(g) any Person may merge into the Borrower or any of its Wholly-Owned Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Subsidiary of the Borrower.
Appears in 1 contract
Limitations on Fundamental Changes. Merge, consolidate or Neither the Borrower nor any Restricted Subsidiary will enter into any similar combination with any other Person merger, consolidation or amalgamation, or liquidate, wind-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, except:
(a) (i) any Restricted Subsidiary of the Borrower may be merged, amalgamated merged or consolidated (i) with or intointo the Borrower, or be liquidated or dissolved into, the Borrower (provided that the Borrower shall be the continuing or surviving entity) corporation, or (ii) with or into any Subsidiary one or more Restricted Subsidiaries of the Borrower may be mergedBorrower, amalgamated or consolidated with or into, or be liquidated or dissolved into, any Subsidiary Guarantor (provided that the Restricted Subsidiary Guarantor or Restricted Subsidiaries shall be the continuing or surviving entity or simultaneously with such transactionand that, if either Subsidiary was a Guarantor, the continuing or surviving entity shall also be a Guarantor or become a Subsidiary Guarantor and on the Borrower shall comply with Section 9.11 in connection therewith)effective date of such merger or consolidation;
(b) (i) the Borrower or any Non-Guarantor Subsidiary that is a Foreign Restricted Subsidiary may be mergedsell, amalgamated lease, transfer or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(c) any Subsidiary may otherwise dispose of any or all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up liquidation or otherwise) to the Borrower or any other Restricted Subsidiary Guarantorof the Borrower; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, if the consideration for such disposition shall not exceed the fair market value of such assets as determined at the time of such disposition;
(i) any Non-Guarantor Subsidiary that transferor is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and to the other holders of its Capital Stock on a pro rata basis and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and to the other holders of its Capital Stock on a pro rata basis;
(e) dispositions permitted by Section 11.5;
(f) any Wholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition, provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith); and
(g) any Person may merge into the Borrower or any of its Wholly-Owned Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person transferee shall be the Borrower or shall be a Guarantor or become a Guarantor on the effective date of such merger or consolidation;
(c) any Restricted Subsidiary Guarantor and (ii) may sell, lease, transfer or otherwise dispose of any or all of its assets to the continuing Borrower or surviving Person any Restricted Subsidiary of the Borrower, whether existing on or created after the date of this Agreement, provided that if the transferor is a Guarantor, the transferee shall be the Borrower or a Wholly-Owned Subsidiary Guarantor; and
(d) sales, conveyances, leases, assignments, transfers or other dispositions of the Borrowerproperty, business or assets permitted under Section 6.15.
Appears in 1 contract
Samples: Credit Agreement (Ryland Group Inc)
Limitations on Fundamental Changes. Merge, consolidate or enter Enter into any similar combination with any other Person merger, consolidation or amalgamation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) except:
(a) (i) any Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into), or be liquidated convey, sell, lease, assign, transfer or dissolved into, the Borrower (provided that the Borrower shall be the continuing or surviving entity) or (ii) any Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith);
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(c) any Subsidiary may dispose of any or all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair market value of such assets as determined at the time of such disposition;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may otherwise dispose of all or substantially all of its assets property, business or assets, except:
(upon voluntary liquidationi) any Subsidiary of the Company may be merged or consolidated with or into the Company (provided that the Company shall be the continuing or surviving corporation) or with or into any one or more Subsidiary Guarantors (or Persons that become Subsidiary Guarantors concurrently with the consummation of such transaction), dissolutionprovided that the Subsidiary Guarantor or Subsidiary Guarantors shall be the continuing or surviving corporation, winding up or otherwise) to any other Non-Guarantor Subsidiary and to the other holders of its Capital Stock on a pro rata basis and (ii) any Non-Guarantor Foreign Subsidiary that of the Company may be merged or consolidated with or into any other Foreign Subsidiary of the Company, provided that, (x) if one or both of the parties to such merger or consolidation is a Domestic Subsidiary Borrower, a Subsidiary Borrower shall be the continuing or surviving corporation and (y) if both of the parties to such merger or consolidation is a Subsidiary Borrower, each Fronting Lender that has agreed to lend Fronted Loans to the non-surviving Subsidiary Borrower shall have approved such transaction and (iii) any acquisition of a Person permitted by Section 7.10 may be structured as a merger or consolidation so long as, if the acquiring Person is a Loan Party, such Loan Party shall be the continuing or surviving corporation;
(b) any Subsidiary may sell, lease, transfer or otherwise dispose of all any or substantially all of its assets (upon voluntary liquidation, dissolution, winding up liquidation or otherwise) to the Company or any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and to the other holders of its Capital Stock on a pro rata basisGuarantor;
(ec) dispositions permitted by Section 11.5;
(f) any Wholly-Owned Subsidiary of the Borrower Essex Holdings may merge be merged with or and into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted AcquisitionCompany (the "Holdings/Company Merger"), provided that (i) a Subsidiary Guarantor the Company shall be the continuing or surviving entity or corporation, (ii) no violation of or default under any material Requirement of Law or material Contractual Obligation applicable to Holdings, the Company or any of its Subsidiaries shall occur as a result thereof, and (iii) within three Business Days after the consummation of the Holdings/Company Merger, the Administrative Agent shall have received (with, where applicable, sufficient copies for each Lender)
(A) the Holdings Security Agreement and the Holdings Pledge Agreement (together with an appropriate undated stock power), in each case executed and delivered by a duly authorized officer of a holding company parent ("New Holdings") of the Company created simultaneously with such transactionthe consummation of the Holdings/Company Merger, (B) an assumption agreement in form and substance satisfactory to the continuing or surviving entity Administrative Agent pursuant to which New Holdings shall become a Subsidiary Guarantor party to this Agreement, (C) from New Holdings, all certificates and documents of the Borrower type delivered by Holdings on the Effective Date and described in Section 5.1 of the Existing Credit Agreement and (D) the unqualified executed legal opinion of Cravath, Swaine & Xxxxx relating to the matters described in the preceding clauses (A) and (B), which opinion shall comply with Section 9.11 be in connection therewith)form and substance satisfactory to the Administrative Agent; and
(gd) pursuant to any Person may merge into the Borrower or any sale of its Wholly-Owned Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Subsidiary of the Borrowerassets expressly permitted by Section 7.6.
Appears in 1 contract
Limitations on Fundamental Changes. MergeExcept as ---------------------------------- otherwise permitted by Section 6.06 or Section 6.07(e), consolidate or enter into any similar combination with any other Person transaction of acquisition or merger or consolidation or amalgamation, or liquidate, wind-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 that (i) except:
the Parent may liquidate, wind-up or dissolve or otherwise dispose of any inactive Subsidiary and (ii) any Wholly Owned Subsidiary of the Parent may be merged or consolidated with, or may convey, sell, lease, assign, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to, any other Wholly Owned Subsidiary of the Parent or the Parent; provided that (a) (i) in any Subsidiary of merger or consolidation involving the Borrower may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved intoParent, the Borrower (provided that the Borrower -------- Parent shall be the continuing or surviving entity, (b) if any such merger or (ii) any Subsidiary consolidation shall involve at least one entity of which less than 100% of the Borrower may be mergedCapital Stock has been pledged to the Administrative Agent for the benefit of the Lenders, amalgamated or consolidated with or into, or be liquidated or dissolved into, any Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, then the continuing or surviving entity shall become a Subsidiary Guarantor be that entity in which the greater percentage of Capital Stock has been so pledged, and the Borrower shall comply with Section 9.11 in connection therewith);
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(c) any no Subsidiary (for purposes of this clause (c), the "first Subsidiary") may convey, ---------------- sell, lease, assign, transfer or otherwise dispose of any or all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up other than sales and transfers of assets in the ordinary course or otherwise) of assets immaterial to the Borrower value of the first Subsidiary) or issue equity securities of any type to any Subsidiary Guarantor; provided that, with respect of which less than 100% of the Capital Stock has been pledged to any such disposition by any Non-Guarantor Subsidiarythe Administrative Agent for the benefit of the Lenders (for purposes of this clause (c), the consideration for such disposition shall not exceed "second Subsidiary"), unless the fair market value of such assets as determined at the time of such disposition;
(i) any Non-Guarantor first Subsidiary that is a ----------------- Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor and the second Subsidiary and to the other holders of its Capital Stock on a pro rata basis and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and to the other holders of its Capital Stock on a pro rata basis;
(e) dispositions permitted by Section 11.5;
(f) any Wholly-Owned Subsidiary of the Borrower may merge with first Subsidiary or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition, provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith); and
(g) any Person may merge into the Borrower or any of its Wholly-Owned Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Subsidiary of the Borroweranother Foreign Subsidiary.
Appears in 1 contract
Limitations on Fundamental Changes. MergeUnless expressly permitted under this Agreement, consolidate or enter into any similar combination with any other Person merger, consolidation or amalgamation, or liquidate, wind-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) (i) any Subsidiary of the U.S. Borrower may be merged, amalgamated merged or consolidated with or into, or be liquidated or dissolved into, into the U.S. Borrower (provided that the U.S. Borrower shall be the continuing or surviving entitycorporation) or (ii) with or into any Subsidiary one or more Wholly Owned Subsidiaries of the U.S. Borrower may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any Subsidiary Guarantor that are Domestic Subsidiaries (provided that the a Wholly Owned Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewithcorporation);
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated merged or consolidated with or into, into any one or more Wholly Owned Subsidiaries that are Foreign Subsidiaries (provided that a Wholly Owned Subsidiary shall be liquidated the continuing or dissolved into, any other Non-Guarantor Subsidiary and surviving corporation);
(iic) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be mergedsell, amalgamated lease, transfer or consolidated with otherwise dispose of any or into, all of its assets (upon voluntary liquidation or be liquidated otherwise) to the U.S. Borrower or dissolved into, any other Non-Guarantor Wholly Owned Subsidiary of the U.S. Borrower that is a Domestic Subsidiary;
(cd) any Foreign Subsidiary may sell, lease, transfer or otherwise dispose of any or all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up liquidation or otherwise) to the Borrower or a Wholly Owned Subsidiary; and
(e) any Subsidiary Guarantor; provided thatof the U.S. Borrower which is not a Material Subsidiary and is not a party to the Subsidiary Guarantee or the Additional Subsidiary Guarantee may be merged, consolidated or amalgamated with respect to or into any such disposition by any Non-Guarantor SubsidiaryPerson, the consideration for such disposition shall not exceed the fair market value of such assets as determined at the time of such disposition;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary or may sell, lease, transfer or otherwise dispose of all any or substantially all of its assets (upon voluntary liquidation, dissolution, winding up liquidation or otherwise) to any other Non-Guarantor Person or may liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution). Notwithstanding any provision contained in paragraphs (a) and (c) of this subsection, no Subsidiary and to of the other holders of its Capital Stock on a pro rata basis and U.S. Borrower may (i) be merged or consolidated with or into either Lear Xxxrations Corporation or NAB Corporation or any Subsidiary thereof or (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may sell, lease, transfer or otherwise dispose of all any or substantially all of its assets (upon voluntary liquidation, dissolution, winding up liquidation or otherwise) to either Lear Xxxrations Corporation or NAB Corporation or any other Non-Guarantor Subsidiary that is a Domestic thereof unless, in each case, (A) the Additional Subsidiary and Guarantee shall have been amended in writing to remove the other holders of its Capital Stock limitation on a pro rata basis;
(e) dispositions permitted by Section 11.5;
(f) any Wholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire transferee's liability thereunder contained in connection with a Permitted Acquisition, provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or clause (ii) simultaneously with of paragraph 2(b) of the Additional Subsidiary Guarantee or (B) the General Administrative Agent shall have received a certificate of a Responsible Officer of the U.S. Borrower in form and substance satisfactory to the General Administrative Agent describing such transactionsale, lease, transfer or other disposition and certifying the fair market value of the assets to be so sold, leased, transferred or otherwise disposed. Upon the General Administrative Agent's approval of the certificate described in clause (B) of the preceding sentence, the continuing or surviving entity shall become a Subsidiary Guarantor and limitation on the Borrower shall comply with Section 9.11 in connection therewith); and
(g) any Person may merge into the Borrower or any of its Wholly-Owned Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and transferee's liability under clause (ii) of paragraph 2(b) of the continuing or surviving Person Additional Subsidiary Guarantee shall be automatically increase by an amount equal to the Borrower or fair market value of the assets described in such certificate. For purposes of the preceding two sentences, if the transferee is a Wholly-Owned Subsidiary of either Lear Xxxrations Corporation or NAB Corporation, the Borrowerterm transferee in such two sentences shall refer to either Lear Xxxrations Corporation or NAB Corporation, whichever is the parent of such Subsidiary.
Appears in 1 contract
Limitations on Fundamental Changes. Merge, consolidate or enter Enter into any similar combination with any other Person merger, consolidation or amalgamation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) ), or make any material change in its present method of conducting business, except:
(a) (i) any Restricted Subsidiary of the Borrower may be merged, amalgamated merged or consolidated with or into, or be liquidated or dissolved into, into the Borrower (provided that as long as the Borrower is the surviving entity) or any one or more Restricted Subsidiaries which is a Subsidiary Guarantor (provided that, if any of such Restricted Subsidiaries is not wholly owned by the Borrower, the Restricted Subsidiary or Restricted Subsidiaries in which the Borrower owns the greatest interest shall be the continuing or surviving entitycorporation);
(b) any Restricted 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 Restricted Subsidiary which is a Subsidiary Guarantor and in which, if not wholly owned by the Borrower, the Borrower owns at least the same percentage interests as the Borrower owns in the transferor Restricted Subsidiary; and
(c) the Borrower or any Restricted Subsidiary may enter into a merger, consolidation or share exchange with any other Person so long as:
(i) such transaction is permitted under Section 8.8;
(ii) any Subsidiary of such transaction shall be effected in such manner so that (A) if the Borrower may be mergedis a party to such transaction, amalgamated or consolidated with or intothe Borrower is the surviving entity and (B) otherwise, or be liquidated or dissolved into, any the Restricted Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith);
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary that is a Domestic Restricted Subsidiary;
(ciii) any Subsidiary may dispose of any or all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair market value of such assets as determined at the time of such disposition;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose acquisition and after giving effect thereto, no Default or Event of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary Default shall have occurred and to the other holders of its Capital Stock on a pro rata basis and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and to the other holders of its Capital Stock on a pro rata basis;
(e) dispositions permitted by Section 11.5;
(f) any Wholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition, provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith)continuing; and
(gd) solely to effect any Person may merge into transaction permitted by subsection 8.6(b). The transactions permitted under this Section 8.5 shall be permitted notwithstanding anything to the contrary in subsection 4(j) of the Borrower or any of its Wholly-Owned Subsidiaries in connection with a Permitted Acquisition; provided that (iPledge Agreement and subsection 4(j) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Subsidiary of the BorrowerSubsidiary Pledge Agreement.
Appears in 1 contract
Limitations on Fundamental Changes. Merge, consolidate or enter Enter into any similar combination with transaction of merger, consolidation or amalgamation, or purchase or otherwise acquire or become obligated for the purchase of all or substantially all of the assets, business interests or shares of capital stock of any Person or in any other Person manner effectuate an expansion of present business of the Company and its Subsidiaries by acquisition or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease, assign, transfer or otherwise dispose of, all, substantially all or any part of its property, business or assets, or make any material change in its present method of conducting business, except:
(a) (i) any Subsidiary of the Borrower may be merged, amalgamated merged or consolidated with or into, or be liquidated or dissolved into, into the Borrower Company (provided that the Borrower so long as Company shall be the continuing or surviving entity) or (ii) corporation); any Domestic Subsidiary of the Borrower may be merged, amalgamated merged or consolidated with or into, or be liquidated or dissolved into, into any 100% Domestic Subsidiary Guarantor (provided that the so long as such 100% Domestic Subsidiary Guarantor shall be the continuing or surviving entity corporation); and any Foreign Subsidiary may be merged or simultaneously consolidated with or into any 100% Domestic Subsidiary or into any 100% Foreign Subsidiary (excluding Vishay Israel) so long as such transaction, 100% Domestic Subsidiary or such 100% Foreign Subsidiary shall be the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewithcorporation);
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(c) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up liquidation or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair market value of such assets as determined at the time of such dispositionCompany;
(ic) any Non-Guarantor Subsidiary that is a Foreign Domestic Subsidiary may sell, lease, transfer or otherwise dispose of all any or substantially all of its assets (upon voluntary liquidation, dissolution, winding up liquidation or otherwise) to any other Non-Guarantor Domestic Subsidiary which is a 100% Subsidiary and to the other holders of its Capital Stock on a pro rata basis and (ii) any Non-Guarantor Subsidiary that is a Domestic Foreign Subsidiary may sell, lease, transfer or otherwise dispose of all any or substantially all of its assets (upon voluntary liquidation, dissolution, winding up liquidation or otherwise) to any Domestic Subsidiary or to any other Non-Guarantor Foreign Subsidiary (excluding Vishay Israel), provided that such Subsidiary is a Domestic 100% Subsidiary;
(d) any Person other than a Subsidiary may merge or consolidate with and into the Company or any 100% Subsidiary (excluding Vishay Israel) so long as (i) the Company or such 100% Subsidiary shall be the surviving corporation and (ii) immediately before and immediately after giving effect to the other holders such merger or consolidation, no Default or Event of its Capital Stock on a pro rata basisDefault shall have occurred and be continuing;
(e) dispositions permitted by Section 11.5Permitted Transfers and any Permitted Securitization;
(f) other sales, transfers or other dispositions of any Wholly-Owned Subsidiary assets of the Borrower may merge with or into Company and its Subsidiaries from and after the Person such Wholly-Owned Subsidiary was formed Effective Date in an aggregate amount not to acquire in connection with a Permitted Acquisition, provided that exceed (i) a Subsidiary Guarantor shall be the continuing or surviving entity or 15% of Tangible Net Worth in any fiscal year and (ii) simultaneously 20% of Tangible Net Worth for any period of three consecutive fiscal years (or portion thereof) beginning with such transactionfiscal year 2001, determined on the continuing or surviving entity shall become a Subsidiary Guarantor and basis of Tangible Net Worth for the Borrower shall comply with Section 9.11 in connection therewith)fiscal quarter ending immediately prior to the date of determination; and
(g) any Person may merge into the Borrower or any of its Wholly-Owned Subsidiaries in connection with a Permitted Acquisition; Acquisitions and, provided that (i) in no Default or Event of Default has occurred and is continuing at the case time of a merger involving the Borrower or a Subsidiary Guarantorsuch reorganization and restructuring, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Subsidiary of the BorrowerPDD Restructuring.
Appears in 1 contract
Samples: Long Term Revolving Credit Agreement (Vishay Intertechnology Inc)
Limitations on Fundamental Changes. Merge, consolidate or enter Enter into any similar combination with any other Person merger, consolidation or amalgamation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) ), or make any material change in its present method of conducting business, except:
(a) (i) any Restricted Subsidiary of the Borrower may be merged, amalgamated merged or consolidated with or into, or be liquidated or dissolved into, into the Borrower (provided that as long as the Borrower is the surviving entity) or any one or more Restricted Subsidiaries which is a Subsidiary Guarantor (provided that, if any of such Restricted Subsidiaries is not wholly owned by the Borrower and the General Partner, the Restricted Subsidiary or Restricted Subsidiaries in which the Borrower owns the greatest interest shall be the continuing or surviving entity) or (ii) any Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewithcorporation);
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Restricted Subsidiary may be mergedsell, amalgamated lease, transfer or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(c) any Subsidiary may otherwise dispose of any or all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up liquidation or otherwise) to the Borrower or any other Restricted Subsidiary Guarantor; provided thatwhich is a Subsidiary Guarantor and in which, with respect to any such disposition if not wholly owned by any Non-Guarantor Subsidiarythe Borrower and the General Partner, the consideration for such disposition shall not exceed Borrower owns at least the fair market value of such assets same percentage interests as determined at the time of such disposition;Borrower owns in the transferor Restricted Subsidiary; and
(c) the Borrower or any Restricted Subsidiary may enter into a merger, consolidation or share exchange with any other Person so long as:
(i) any Non-Guarantor Subsidiary that such transaction is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and to the other holders of its Capital Stock on a pro rata basis and permitted under subsection 8.8;
(ii) any Non-Guarantor Subsidiary such transaction shall be effected in such manner so that (A) if the Borrower is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidationparty to such transaction, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and to the other holders of its Capital Stock on a pro rata basis;
(e) dispositions permitted by Section 11.5;
(f) any Wholly-Owned Subsidiary of the Borrower may merge with or into is the Person such Wholly-Owned surviving entity and (B) otherwise, the Restricted Subsidiary was formed to acquire in connection with a Permitted Acquisition, provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity entity;
(iii) at the time of such acquisition and after giving effect thereto, no Default or (ii) simultaneously with such transaction, the continuing or surviving entity Event of Default shall become a Subsidiary Guarantor have occurred and the Borrower shall comply with Section 9.11 in connection therewith)be continuing; and
(gd) solely to effect any Person may merge into transaction permitted by subsection 8.6(b). The transactions permitted under this subsection shall be permitted notwithstanding anything to the contrary in subsection 4(j) of each of the Borrower or any of its Wholly-Owned Subsidiaries in connection with a Permitted Acquisition; provided that Pledge Agreement and the Leviathan Pledge Agreement (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Subsidiary of the BorrowerGP).
Appears in 1 contract
Limitations on Fundamental Changes. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:
(a) (i) any Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, into the Borrower (provided that the Borrower shall be the continuing or surviving entity) or (ii) any Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, into any Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 9.10 in connection therewith);
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(c) any Subsidiary may dispose of any or all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair market value of such assets as determined at the time of such dispositionassets;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and to the other holders of its Capital Stock on a pro rata basis and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and to the other holders of its Capital Stock on a pro rata basisSubsidiary;
(e) dispositions permitted by Section 11.5;
(f) any Wholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition, provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 9.10 in connection therewith); and
(g) any Person may merge into the Borrower or any of its Wholly-Owned Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Subsidiary of the Borrower.
Appears in 1 contract
Limitations on Fundamental Changes. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:
(a) (i) any Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, into the Borrower (provided that the Borrower shall be the continuing or surviving entity) or (ii) any Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, into any other Wholly-Owned Subsidiary Guarantor (provided that that, if either of such Wholly-Owned Subsidiaries is a Subsidiary Guarantor, (A) the Subsidiary Guarantor shall be the continuing or surviving entity or (B) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 9.12 in connection therewith);
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(c) any Subsidiary may dispose of any or all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair market value of such assets as determined at the time of such dispositionassets;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and to the other holders of its Capital Stock on a pro rata basis and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and to the other holders of its Capital Stock on a pro rata basis;
(e) dispositions permitted by Section 11.5;
(fc) any Wholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition, provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith); and;
(gd) any Person may merge into the Borrower or any of its Wholly-Owned Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Subsidiary of the Borrower; and
(e) any Asset Disposition permitted by Section 11.5 may be consummated.
Appears in 1 contract
Limitations on Fundamental Changes. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:
(a) (i) any Consolidated Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, into the Borrower (provided that the Borrower shall be the continuing or surviving entity) or (ii) any Consolidated Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, into any Consolidated Subsidiary Guarantor of the Borrower (provided that the if a Wholly-Owned Subsidiary that is a Guarantor is merging with a Consolidated Subsidiary, a Wholly-Owned Subsidiary that is a Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 7.11 in connection therewith);
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(c) any Consolidated Subsidiary may dispose of any or all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) (provided that (x) if such disposition is by an Anadarko JV, such disposition may include a pro rata distribution of assets to the Class A member of such Anadarko JV, (y) if such disposition is by the Centrahoma JV, such disposition may include a pro rata distribution of assets to any member in the Centrahoma JV that is not a Credit Party, or (z) if such disposition is by a TexStar JV, such disposition may include a pro rata distribution of assets to any member in such TexStar JV that is not a Credit Party) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair market value of such assets as determined at the time of such dispositionassets;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and to the other holders of its Capital Stock on a pro rata basis and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and to the other holders of its Capital Stock on a pro rata basisSubsidiary;
(e) dispositions permitted by Section 11.59.5;
(f) any Wholly-Owned Consolidated Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Consolidated Subsidiary was formed to acquire in connection with a Permitted Acquisitionan acquisition permitted under Section 9.3(f), provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 7.11 in connection therewith); and;
(g) any Person may merge into the Borrower or any of its Wholly-Owned Consolidated Subsidiaries in connection with a Permitted Acquisitionany acquisition permitted under Section 9.3(f); provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary a Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Subsidiary of the Borrower;
(h) the Borrower or any Consolidated Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it in order to effect an investment permitted under Section 9.3; provided, however, that in each case, immediately after giving effect thereto in the case of any such merger to which any Credit Party is a party, such Credit Party is the surviving corporation or the surviving or continuing Person shall have expressly assumed all of such Credit Party’s obligations under the Loan Documents pursuant to documentation reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Limitations on Fundamental Changes. Merge, consolidate or enter Enter into any similar combination with any other Person merger, consolidation or amalgamation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) ), or make any material change in its present method of conducting business, except:
(a) (i) any Restricted Subsidiary of the Borrower may be merged, amalgamated merged or consolidated with or into, or be liquidated or dissolved into, into the Borrower (provided that as long as the Borrower is the surviving entity) or any one or more Restricted Subsidiaries which is a Subsidiary Guarantor (provided that, if any of such Restricted Subsidiaries is not wholly owned by the Borrower and the General Partner, the Restricted Subsidiary or Restricted Subsidiaries in which the Borrower owns the greatest interest shall be the continuing or surviving entity) or (ii) any Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewithcorporation);
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Restricted Subsidiary may be mergedsell, amalgamated lease, transfer or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(c) any Subsidiary may otherwise dispose of any or all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up liquidation or otherwise) to the Borrower or any other Restricted Subsidiary Guarantor; provided thatwhich is a Subsidiary Guarantor and in which, with respect to any such disposition if not wholly owned by any Non-Guarantor Subsidiarythe Borrower and the General Partner, the consideration for such disposition shall not exceed Borrower owns at least the fair market value of such assets same percentage interests as determined at the time of such disposition;Borrower owns in the transferor Restricted Subsidiary; and
(c) the Borrower or any Restricted Subsidiary may enter into a merger, consolidation or share exchange with any other Person so long as:
(i) any Non-Guarantor Subsidiary that such transaction is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and to the other holders of its Capital Stock on a pro rata basis and permitted under subsection 8.8;
(ii) any Non-Guarantor Subsidiary such transaction shall be effected in such manner so that (A) if the Borrower is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) party to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and to the other holders of its Capital Stock on a pro rata basis;
(e) dispositions permitted by Section 11.5;
(f) any Wholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition, provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith); and
(g) any Person may merge into the Borrower or any of its Wholly-Owned Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Subsidiary of the Borrower.is the
Appears in 1 contract
Limitations on Fundamental Changes. Merge, consolidate or enter Enter into any similar combination with transaction of merger, consolidation or amalgamation, or purchase or otherwise acquire or become obligated for the purchase of all or substantially all of the assets, business interests or Equity Interests of any Person or in any other Person manner effectuate an expansion of present business of Company and its Subsidiaries by acquisition or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease, assign, transfer or otherwise dispose of, all, substantially all or any part of its property, business or assets, or make any material change in its present method of conducting business, except:
(a) (i) any Subsidiary of the Borrower may be merged, amalgamated merged or consolidated with or into, or be liquidated or dissolved into, the Borrower into Company (provided that the Borrower so long as Company shall be the continuing or surviving entity) or (ii) corporation); any Domestic Subsidiary of the Borrower may be merged, amalgamated merged or consolidated with or into, or be liquidated or dissolved into, into any Wholly Owned Domestic Subsidiary Guarantor (provided that the so long as such Wholly Owned Domestic Subsidiary Guarantor shall be the continuing or surviving entity corporation); and any Foreign Subsidiary may be merged or simultaneously consolidated with or into any Wholly Owned Domestic Subsidiary or into any Wholly Owned Foreign Subsidiary (excluding the Israeli Subsidiaries) so long as such transaction, Wholly Owned Domestic Subsidiary or such Wholly Owned Foreign Subsidiary shall be the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewithcorporation);
(b) (i) any Non-Guarantor Israeli Subsidiary that is a Foreign Subsidiary may be merged, amalgamated owned directly by Company or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated merge with or into, into another such Israeli Subsidiary; and any Israeli Subsidiary not owned directly by Company or be liquidated any Domestic Subsidiary may merge with or dissolved into, any other Non-Guarantor Subsidiary that is a Domestic into another such Israeli Subsidiary;
(c) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up liquidation or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair market value of such assets as determined at the time of such dispositionCompany;
(id) any Non-Guarantor Subsidiary that is a Foreign Domestic Subsidiary may sell, lease, transfer or otherwise dispose of all any or substantially all of its assets (upon voluntary liquidation, dissolution, winding up liquidation or otherwise) to any other Non-Guarantor Domestic Subsidiary and to the other holders of its Capital Stock on a pro rata basis and (ii) any Non-Guarantor Subsidiary that is a Domestic Foreign Subsidiary may sell, lease, transfer or otherwise dispose of all any or substantially all of its assets (upon voluntary liquidation, dissolution, winding up liquidation or otherwise) to any Domestic Subsidiary or to any other Non-Guarantor Foreign Subsidiary, provided, in each case, that such Subsidiary that is a Domestic Subsidiary and to the other holders of its Capital Stock on a pro rata basisWholly Owned Subsidiary;
(e) dispositions permitted by Section 11.5Permitted Transfers and any Permitted Securitization;
(f) other sales, transfers or other dispositions of any Wholly-Owned Subsidiary assets of Company and its Subsidiaries to Persons that are not otherwise permitted by any other clause of this Section 8.2, from and after the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed Effective Date in an aggregate amount not to acquire in connection with a Permitted Acquisition, provided that exceed (i) a Subsidiary Guarantor shall be the continuing or surviving entity or 15% of Tangible Net Worth in any fiscal year and (ii) simultaneously 20% of Tangible Net Worth for any period of three consecutive fiscal years (or portion thereof) beginning with such transactionfiscal year 2007, determined on the continuing or surviving entity shall become a Subsidiary Guarantor and basis of Tangible Net Worth for the Borrower shall comply with Section 9.11 in connection therewith)fiscal quarter ending immediately prior to the date of determination; and
(g) any Person may merge into the Borrower or any of its Wholly-Owned Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Subsidiary of the BorrowerAcquisitions.
Appears in 1 contract
Limitations on Fundamental Changes. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:
(a) (i) any Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, into the Borrower (provided that the Borrower shall be the continuing or surviving entity) or (ii) any Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, into any other Wholly-Owned Subsidiary Guarantor (provided that that, if either of such Wholly-Owned Subsidiaries is a Subsidiary Guarantor, (A) the Subsidiary Guarantor shall be the continuing or surviving entity or (B) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 9.12 in connection therewith);
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(c) any Subsidiary may dispose of any or all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair market value of such assets as determined at the time of such dispositionassets;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and to the other holders of its Capital Stock on a pro rata basis and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and to the other holders of its Capital Stock on a pro rata basis;
(e) dispositions permitted by Section 11.5;
(fc) any Wholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition, provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith); and;
(gd) any Person may merge into the Borrower or any of its Wholly-Owned Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Subsidiary of the Borrower; and
(e) any Asset Disposition permitted by Section 11.5 may be consummated.
Appears in 1 contract
Limitations on Fundamental Changes. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:
(a) (i) any Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, into the Borrower (provided that the Borrower shall be the continuing or surviving entity) or (ii) any Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, into any Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving entity or or, simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith);
; (b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(c) any Subsidiary may dispose of any or all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair market value of such assets as determined at the time of such disposition;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and to the other holders of its Capital Stock on a pro rata basis and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and to the other holders of its Capital Stock on a pro rata basis;
(e) dispositions permitted by Section 11.5;
(f) any Wholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition, provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith); and
(g) any Person may merge into the Borrower or any of its Wholly-Owned Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Subsidiary of the Borrower.
Appears in 1 contract
Samples: Credit Agreement (Fossil Inc)
Limitations on Fundamental Changes. Merge, consolidate or enter Enter into any similar combination with any other Person merger, consolidation or amalgamation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) ), or make any material change in its present method of conducting business, except:
(a) (i) the Borrower or any Subsidiary of the Borrower that is a Restricted Subsidiary may be merged, amalgamated merged or consolidated with or intointo EPN (as long as EPN is the surviving entity) or any one or more Restricted Subsidiaries which is a Subsidiary Guarantor (provided that, or be liquidated or dissolved intoif any of such Restricted Subsidiaries is not wholly owned by EPN and the General Partner (as defined in the EPN Credit Agreement), the Borrower (provided that Restricted Subsidiary or Restricted Subsidiaries in which EPN owns the Borrower greatest interest shall be the continuing or surviving entity) or (ii) any Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewithcorporation);
(b) (i) the Borrower or any Non-Guarantor Subsidiary of the Borrower that is a Foreign Restricted Subsidiary may be mergedsell, amalgamated lease, transfer or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(c) any Subsidiary may otherwise dispose of any or all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up liquidation or otherwise) to the Borrower EPN or any other Restricted Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair market value of such assets as determined at the time of such disposition;
(i) any Non-Guarantor Subsidiary that which is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and to the other holders of its Capital Stock on a pro rata basis and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and to the other holders of its Capital Stock on a pro rata basis;
(e) dispositions permitted by Section 11.5;
(f) any Wholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition, provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and in which, if not wholly owned by EPN and the Borrower shall comply with Section 9.11 General Partner (as defined in connection therewiththe EPN Credit Agreement), EPN owns at least the same percentage interest as EPN owns in the transferor Restricted Subsidiary;
(c) solely to effect any transaction permitted by subsection 8.6(b); and
(gd) any Person may merge other transaction permitted to be entered into by a Restricted Subsidiary pursuant to the Borrower or any terms of its Wholly-Owned Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person EPN Credit Agreement. The transactions permitted under this Section 8.5 shall be permitted notwithstanding anything to the Borrower or such Subsidiary Guarantor and (iicontrary in subsection 4(j) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Subsidiary of each of the BorrowerEPN Pledge Agreement and the Subsidiary Pledge Agreement.
Appears in 1 contract
Limitations on Fundamental Changes. MergeThe Company shall not, nor shall the Company permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or enter into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any similar combination Person, except that, so long as no Default exists or would result therefrom and subject to compliance with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) exceptARTICLE 11:
(a) any Subsidiary may merge, dissolve or liquidate into or consolidate with (i) any Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, the Borrower (Company; provided that the Borrower Company shall be the continuing or surviving entity) Person, or (ii) any Subsidiary of the Borrower may be mergedone or more other Subsidiaries, amalgamated or consolidated with or into, or be liquidated or dissolved into, provided that when any Subsidiary Guarantor (provided that the is merging with another Subsidiary, such Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith)Person;
(b) the Company and the Subsidiary Guarantors may Dispose of any of its assets (iupon voluntary liquidation or otherwise) any Non-Guarantor to the Company or to another Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary that is a Domestic SubsidiaryGuarantor;
(c) any Subsidiary that is not a Subsidiary Guarantor may dispose of any or all or substantially all of its assets (upon voluntary including any Disposition that is in the nature of a liquidation, dissolution, winding up ) to (i) another Subsidiary that is not a Subsidiary Guarantor or otherwise(ii) to the Borrower Company or any a Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair market value of such assets as determined at the time of such disposition;
(id) in connection with any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidationPermitted Acquisition, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and to the other holders of its Capital Stock on a pro rata basis and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and to the other holders of its Capital Stock on a pro rata basis;
(e) dispositions permitted by Section 11.5;
(f) any Wholly-Owned Subsidiary of the Borrower Company may merge merge, dissolve or liquidate into or consolidate with any other Person (other than the Company) or permit any other Person (other than the Company) to merge, liquidate or dissolve into the Person such Wholly-Owned Subsidiary was formed to acquire in connection or consolidate with a Permitted Acquisition, it; provided that (i) a Subsidiary Guarantor the Person surviving such merger shall be a wholly-owned Subsidiary of the continuing or surviving entity or Company and (ii) simultaneously with in the case of any such transactionmerger, the continuing dissolution, liquidation or surviving entity shall become a consolidation to which any Subsidiary Guarantor and is a party, such Subsidiary Guarantor is the Borrower shall comply with Section 9.11 in connection therewith)surviving Person; and
(ge) so long as no Default has occurred and is continuing or would result therefrom, each of the Company and any Person of its Subsidiaries may merge into the Borrower or consolidate with any of its Wholly-Owned Subsidiaries other Person or permit any other Person to merge into or consolidate with it; provided, however, that in connection with a Permitted Acquisition; provided that each case, immediately after giving effect thereto (i) in the case of any such merger or consolidation to which the Company is a merger involving the Borrower or a Subsidiary Guarantorparty, the continuing or Company is the surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) in the continuing case of any such merger or consolidation to which any Subsidiary Guarantor is a party, such Subsidiary Guarantor is the surviving Person shall be the Borrower or a Wholly-Owned Subsidiary of the BorrowerPerson.
Appears in 1 contract
Limitations on Fundamental Changes. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:
: (a) (i) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, into the Borrower (Borrower; provided that (x) the Borrower shall be the continuing or surviving entityentity and (y) or (ii) any Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with immediately after giving effect to such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith);no
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary and Subsidiary, (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and (iii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, the Borrower or any Material Subsidiary;
; provided that in the case of this clause (iii), (x) the Borrower or the Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall, if applicable, comply with Section 8.11 in connection therewith, and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (c) any Subsidiary may dispose of any or all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair market value of such assets as determined at the time of such disposition;assets; (d)
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and to the other holders of its Capital Stock on a pro rata basis and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and to the other holders of its Capital Stock on a pro rata basis;
Subsidiary; (e) dispositions permitted by Section 11.5;
10.5; (f) any Wholly-Owned Material Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Material Subsidiary was formed to acquire in connection with a Permitted Acquisition, ; provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 8.11 in connection therewith); and
(g) any Person may merge into the Borrower or any of its Wholly-Owned Material Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Material Subsidiary of the Borrower; and
(h) subject to compliance with Section 13.2, the Borrower may consolidate with or merge into any other entity if (i) the Borrower is the continuing or surviving entity, (ii) the surviving entity is a corporation or limited partnership organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, with substantially all of its properties located and its business conducted within the United States and Canada and (iii) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Samples: Credit Agreement (Ugi Corp /Pa/)
Limitations on Fundamental Changes. Merge, consolidate or enter Enter into any similar combination with any other Person merger, ---------------------------------- consolidation or amalgamation, or liquidate, wind-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) (i) any Subsidiary of the Borrower Company may be merged, amalgamated merged or consolidated with or into, or be liquidated or dissolved into, 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 Designated Subsidiaries of the Company (provided that the wholly-owned -------- Designated Subsidiary or Designated Subsidiaries shall be the continuing or surviving entity) or (ii) any Subsidiary corporation and shall be a member of the Borrower may be merged, amalgamated or Company's consolidated with or into, or be liquidated or dissolved into, any Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor group for financial reporting and the Borrower shall comply with Section 9.11 in connection therewithtax purposes);
(b) (i) any Nonwholly-Guarantor Subsidiary that is a Foreign owned Designated Subsidiary may be mergedsell, amalgamated lease, transfer or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(c) any Subsidiary may otherwise dispose of any or all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up liquidation or otherwise) to the Borrower Company or any other wholly-owned Designated Subsidiary Guarantorof the Company; provided that, with respect to and
(c) any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall Subsidiary which is not exceed the fair market value of such assets as determined at the time of such disposition;
a Designated Subsidiary (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all be merged or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and to the other holders of its Capital Stock on a pro rata basis and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and to the other holders of its Capital Stock on a pro rata basis;
(e) dispositions permitted by Section 11.5;
(f) any Wholly-Owned Subsidiary of the Borrower may merge consolidated with or into the Person such Wholly-Owned any other Subsidiary was formed to acquire in connection (provided that if it is merged or consolidated with a Permitted Acquisition, provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transactionDesignated Subsidiary, the continuing or surviving entity shall become a Subsidiary Guarantor must be the Designated Subsidiary) and the Borrower shall comply with Section 9.11 in connection therewith); and
(gii) any Person may merge into the Borrower liquidate, wind up or any of its Wholly-Owned Subsidiaries in connection with a Permitted Acquisition; provided that dissolve itself (i) provided, in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and clause (ii) only, that the continuing or surviving Person shall Required Banks consent to such action (which consent will not be the Borrower or a Wholly-Owned Subsidiary of the Borrowerunreasonably withheld)).
Appears in 1 contract
Samples: Credit Agreement (Dairy Mart Convenience Stores Inc)
Limitations on Fundamental Changes. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:
(a) (i) any Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving entity), (ii) any Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into any Wholly-Owned Domestic Subsidiary (provided that the Domestic Subsidiary shall be the continuing or surviving entity), (iii) any Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Foreign Subsidiary or a Domestic Subsidiary and (iv) any Domestic Subsidiary of the Borrower that is not a Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, the Borrower (provided that the Borrower shall be the continuing or surviving entity) or (ii) any Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith);
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiaryof the Borrower;
(ci) any Subsidiary may dispose of any or all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary GuarantorDomestic Subsidiary; provided that, with respect to any such disposition by any Non-Guarantor Foreign Subsidiary, the consideration for such disposition shall not exceed the fair market value of such assets as determined at the time of such disposition;
and (iii) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and to the other holders of its Capital Stock on a pro rata basis and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and to the other holders of its Capital Stock on a pro rata basisForeign Subsidiary;
(ec) dispositions permitted by Section 11.5;
(fd) any Wholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition, provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith); and
(ge) any Person may merge into the Borrower or any of its Wholly-Owned Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary GuarantorDomestic Subsidiary, the continuing or surviving Person shall be the Borrower or such Domestic Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Subsidiary of the BorrowerSubsidiary.
Appears in 1 contract
Limitations on Fundamental Changes. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:
(a) (i) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, into the Borrower (Borrower; provided that (x) the Borrower shall be the continuing or surviving entityentity and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing and (ii) any Wholly-Owned Material Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, into any Subsidiary Guarantor (Guarantor; provided that (x) the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith)therewith and (y) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary and Subsidiary, (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and (iii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, the Borrower or any Material Subsidiary; provided that in the case of this clause (iii), (x) the Borrower or the Subsidiary Guarantor, as applicable, shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall, if applicable, comply with Section 9.11 in connection therewith, and (y) immediately after LEGAL02/32557961v11 giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
(c) any Subsidiary may dispose of any or all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair market value of such assets as determined at the time of such dispositionassets;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and to the other holders of its Capital Stock on a pro rata basis and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and to the other holders of its Capital Stock on a pro rata basisSubsidiary;
(e) dispositions permitted by Section 11.5;
(f) any Wholly-Owned Material Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Material Subsidiary was formed to acquire in connection with a Permitted Acquisition, ; provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith); and;
(g) any Person may merge into the Borrower or any of its Wholly-Owned Material Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Material Subsidiary of the Borrower; and
(h) subject to compliance with Section 14.2, the Borrower may consolidate with or merge into any other entity if (i) the Borrower is the continuing or surviving entity, (ii) the surviving entity is a corporation or limited partnership organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, with substantially all of its properties located and its business conducted within the United States and Canada and (iii) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuing.
Appears in 1 contract
Limitations on Fundamental Changes. Merge, consolidate or enter into any similar combination with any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except:
(a) (i) any Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, into the Borrower (provided that the Borrower shall be the continuing or surviving entity) or (ii) any Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, into any Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving entity or or, simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith);
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(c) any Subsidiary may dispose of any or all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair market value of such assets as determined at the time of such dispositionassets;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and to the other holders of its Capital Stock on a pro rata basis and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and to the other holders of its Capital Stock on a pro rata basisSubsidiary;
(e) dispositions permitted by Section 11.5;
(f) any Wholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition, provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewith); and
(g) any Person may merge into the Borrower or any of its Wholly-Owned Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Subsidiary of the Borrower.
Appears in 1 contract
Samples: Credit Agreement (Fossil Inc)
Limitations on Fundamental Changes. MergeNo Loan Party shall, nor shall it permit any Subsidiary to, directly or indirectly, merge or consolidate with or enter into any similar combination with any other Person or liquidate, wind-up dissolve or dissolve itself liquidate (or suffer any liquidation or dissolution) except:
(a) (i) any Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, into (A) the Borrower (provided that the Borrower shall be the continuing or surviving entity) or (B) an ABL Subsidiary Borrower (provided that such ABL Subsidiary Borrower shall be the continuing or surviving entity or contemporaneously with such transaction, the continuing or surviving entity shall (1) become a Subsidiary Guarantor and the Borrower shall comply with Section 9.12 in connection therewith and (2) become an ABL Subsidiary Borrower and shall comply with Section 9.12 of the ABL Loan Agreement in connection therewith) or (ii) any Subsidiary of the Borrower (other than an ABL Subsidiary Borrower) may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, into any Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 9.12 in connection therewith);
(b) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(c) any Subsidiary of the Borrower may dispose of any or all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to the Borrower or any ABL Subsidiary Guarantor; provided thatBorrower and, with respect to after any such disposition dissolution or winding up to the Borrower or any ABL Subsidiary Borrower by any Nona Subsidiary of the Borrower, such Subsidiary may be voluntarily liquidated, dissolved or wound-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair market value of such assets as determined at the time of such dispositionup;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and to the other holders of its Capital Stock on a pro rata basis and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and to the other holders of its Capital Stock on a pro rata basis;
(ec) dispositions permitted by Section 11.510.5;
(fd) any Wholly-Owned Subsidiary of the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition, provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 9.12 in connection therewith); and
(ge) any Person may merge into the Borrower or any of its Wholly-Owned Subsidiaries ABL Subsidiary Borrower in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such ABL Subsidiary Guarantor and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Subsidiary of the Borrower.
Appears in 1 contract
Limitations on Fundamental Changes. Merge, consolidate or enter Enter into any similar combination with any other Person merger, consolidation or amalgamation, or liquidate, wind-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) (i) any Subsidiary of the Borrower Company may be merged, amalgamated merged or consolidated with or into, or be liquidated or dissolved into, into the Borrower Company (provided that the Borrower Company shall be the continuing or surviving entitycorporation) or (ii) with or into any Subsidiary one or more wholly-owned Designated Subsidiaries of the Borrower may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any Subsidiary Guarantor Company (provided that the wholly-owned Designated Subsidiary Guarantor or Designated Subsidiaries shall be the continuing or surviving entity or simultaneously with such transaction, corporation and shall be a member of the continuing or surviving entity shall become a Subsidiary Guarantor Company's consolidated group for financial reporting and the Borrower shall comply with Section 9.11 in connection therewithtax purposes);
(b) (i) any Nonwholly-Guarantor Subsidiary that is a Foreign owned Designated Subsidiary may be mergedsell, amalgamated lease, transfer or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(c) any Subsidiary may otherwise dispose of any or all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up liquidation or otherwise) to the Borrower Company or any other wholly-owned Designated Subsidiary Guarantorof the Company; provided that, with respect to and
(c) any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall Subsidiary which is not exceed the fair market value of such assets as determined at the time of such disposition;
a Designated Subsidiary (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all be merged or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and to the other holders of its Capital Stock on a pro rata basis and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and to the other holders of its Capital Stock on a pro rata basis;
(e) dispositions permitted by Section 11.5;
(f) any Wholly-Owned Subsidiary of the Borrower may merge consolidated with or into the Person such Wholly-Owned any other Subsidiary was formed to acquire in connection (provided that if it is merged or consolidated with a Permitted Acquisition, provided that (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transactionDesignated Subsidiary, the continuing or surviving entity shall become a Subsidiary Guarantor must be the Designated Subsidiary) and the Borrower shall comply with Section 9.11 in connection therewith); and
(gii) any Person may merge into the Borrower liquidate, wind up or any of its Wholly-Owned Subsidiaries in connection with a Permitted Acquisition; provided that dissolve itself (i) provided, in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor and clause (ii) only, that the continuing or surviving Person shall Required Banks consent to such action (which consent will not be the Borrower or a Wholly-Owned Subsidiary of the Borrowerunreasonably withheld)).
Appears in 1 contract
Samples: Credit Agreement (Dairy Mart Convenience Stores Inc)
Limitations on Fundamental Changes. Merge, consolidate or enter Enter into any similar combination with transaction of merger, consolidation or amalgamation, or purchase or otherwise acquire or become obligated for the purchase of all or substantially all of the assets, business interests or Equity Interests of any Person or in any other Person manner effectuate an expansion of present business of Company and its Subsidiaries by acquisition or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) ), or convey, sell, lease, assign, transfer or otherwise dispose of, all, substantially all or any part of its property, business or assets, or make any material change in its present method of conducting business, except:
(a) (i) any Subsidiary of the Borrower may be merged, amalgamated merged or consolidated with or into, or be liquidated or dissolved into, the Borrower into Company (provided that the Borrower so long as Company shall be the continuing or surviving entity) or (ii) corporation); any Domestic Subsidiary of the Borrower may be merged, amalgamated merged or consolidated with or into, or be liquidated or dissolved into, into any Wholly Owned Domestic Subsidiary Guarantor (provided that the so long as such Wholly Owned Domestic Subsidiary Guarantor shall be the continuing or surviving entity corporation); and any Foreign Subsidiary may be merged or simultaneously consolidated with or into any Wholly Owned Domestic Subsidiary or into any Wholly Owned Foreign Subsidiary (excluding the Israeli Subsidiaries) so long as such transaction, Wholly Owned Domestic Subsidiary or such Wholly Owned Foreign Subsidiary shall be the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 in connection therewithcorporation);
(b) (i) any Non-Guarantor Israeli Subsidiary that is a Foreign Subsidiary may be merged, amalgamated owned directly by Company or consolidated with or into, or be liquidated or dissolved into, any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated merge with or into, into another such Israeli Subsidiary; and any Israeli Subsidiary not owned directly by Company or be liquidated any Domestic Subsidiary may merge with or dissolved into, any other Non-Guarantor Subsidiary that is a Domestic into another such Israeli Subsidiary;
(c) any Subsidiary may sell, lease, transfer or otherwise dispose of any or all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up liquidation or otherwise) to the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair market value of such assets as determined at the time of such dispositionCompany;
(id) any Non-Guarantor Subsidiary that is a Foreign Domestic Subsidiary may sell, lease, transfer or otherwise dispose of all any or substantially all of its assets (upon voluntary liquidation, dissolution, winding up liquidation or otherwise) to any other Non-Guarantor Domestic Subsidiary and to the other holders of its Capital Stock on a pro rata basis and (ii) any Non-Guarantor Subsidiary that is a Domestic Foreign Subsidiary may sell, lease, transfer or otherwise dispose of all any or substantially all of its assets (upon voluntary liquidation, dissolution, winding up liquidation or otherwise) to any Domestic Subsidiary or to any other Non-Guarantor Foreign Subsidiary, provided, in each case, that such Subsidiary that is a Domestic Subsidiary and to the other holders of its Capital Stock on a pro rata basisWholly Owned Subsidiary;
(e) dispositions permitted by Section 11.5Permitted Transfers and any Permitted Securitization;
(f) other sales, transfers or other dispositions of any Wholly-Owned Subsidiary assets of Company and its Subsidiaries to Persons that are not otherwise permitted by any other clause of this Section 8.2, from and after the Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed Effective Date in an aggregate amount not to acquire in connection with a Permitted Acquisition, provided that exceed (i) a Subsidiary Guarantor shall be the continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 9.11 15% of Tangible Net Worth in connection therewith); and
(g) any Person may merge into the Borrower or any of its Wholly-Owned Subsidiaries in connection with a Permitted Acquisition; provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor, the continuing or surviving Person shall be the Borrower or such Subsidiary Guarantor fiscal year and (ii) 20% of Tangible Net Worth for any period of three consecutive fiscal years (or portion thereof) beginning with fiscal year 2007, determined on the continuing or surviving Person shall be basis of Tangible Net Worth for the Borrower or a Wholly-Owned Subsidiary fiscal quarter ending immediately prior to the date of the Borrower.determination; and
Appears in 1 contract
