Common use of Limitations on Mergers and Certain Other Transactions Clause in Contracts

Limitations on Mergers and Certain Other Transactions. Parent will not permit the Company, in a single transaction or a series of related transactions, to (i) consolidate or merge with or into (other than a merger with a Wholly-Owned Restricted Subsidiary solely for the purpose of changing the Company's jurisdiction of incorporation to another State of the United States), or sell, lease, transfer, convey or otherwise dispose of or assign all or substantially all of the assets of the Company or the Company and its Subsidiaries (taken as a whole), or assign any of its obligations under the Notes and the Notes Indenture, to any Person or (ii) adopt a Plan of Liquidation unless, in either case: (w) the Person formed by or surviving such consolidation or merger (if other than the Company) or to which such sale, lease, conveyance or other disposition or assignment shall be made (or, in the case of a Plan of Liquidation, any Person to which assets are transferred) (collectively, the "SUCCESSOR"), is a corporation organized and existing under the laws of any State of the United States of America or the District of Columbia, and the Successor assumes by supplemental indenture in a form satisfactory to the Trustee all of the Obligations of the Company under the Notes and the Notes Indenture; (x) immediately prior to and immediately after giving effect to such transaction and the assumption of the obligations as set forth in clause (w) above and the incurrence of any Indebtedness to be incurred in connection therewith, no Default or Event of Default shall have occurred and be continuing; and (y) immediately after and giving effect to such transaction and the assumption of the obligations set forth in clause (w) above and the incurrence of any Indebtedness to be incurred in connection therewith, and the use of any net proceeds therefrom on a pro forma basis, (1) the Consolidated Net Worth of Parent would be at least equal to the Consolidated Net Worth of Parent immediately prior to such transaction and (2) the Company or the Successor, as the case may be, could meet the Coverage Ratio Incurrence Condition. For purposes of this Section 5.01, any Indebtedness of the Successor which was not Indebtedness of the Company immediately prior to the transaction shall be deemed to have been incurred in connection with such transaction.

Limitations on Mergers and Certain Other Transactions. Parent (a) The Company will not permit the Companynot, in a single transaction or a series of related transactions, to (i) consolidate or merge with or into (other than a merger with a Wholly-Owned Restricted Subsidiary solely for the purpose of changing the Company's jurisdiction of incorporation to another State of the United States; provided that clauses (a) and (d) below are complied with), or sell, lease, transfer, convey or otherwise dispose of or assign all or substantially all of the assets of the Company or the Company and its Subsidiaries (taken as a whole), or permit any of its Restricted Subsidiaries to do so if such transaction would result in the transfer of all or substantially all of the assets of the Company and its Subsidiaries (taken as a whole), or assign any of its obligations under the Term Loan and Term Notes and the Notes Indenturethis Agreement, to any Person or (ii) adopt a Plan of Liquidation unless, in either case: (wa) the Person formed by or surviving such consolidation or merger (if other than the Company) or to which such sale, lease, conveyance or other disposition or assignment shall be made (or, in the case of a Plan of Liquidation, any Person to which assets are transferred) (collectively, the "SUCCESSORSuccessor"), is a corporation organized and existing under the laws of any State of the United States of America or the District of Columbia, and the Successor assumes by supplemental indenture in agreement Term Loan and Term Notes a form satisfactory to the Trustee Administrative Agent all of the Obligations obligations of the Company under the Term Loan and Term Notes and the Notes Indenturethis Agreement; (xb) immediately prior to and immediately after giving effect to such transaction and the assumption of the obligations as set forth in clause (wa) above and the incurrence of any Indebtedness to be incurred in connection therewith, no Default or Event of Default shall have occurred and be continuing; and (yc) immediately after and giving effect to such transaction and the assumption of the obligations set forth in clause (wa) above and the incurrence of any Indebtedness to be incurred in connection therewith, and the use of any net proceeds therefrom on a pro forma basis, (1) the Consolidated Net Worth of Parent would be at least equal to the Consolidated Net Worth of Parent immediately prior to such transaction and (2) the Company or the Successor, as the case may be, could meet the Coverage Ratio Incurrence Condition; and (d) each Guarantor, unless it is the other party to the transactions described above, shall have by amendment to its Guarantee confirmed that its Guarantee shall apply to the obligations of the Company or the Successor under the Term Loan and Term Notes. For purposes of this Section 5.01covenant, any Indebtedness of the Successor which was not Indebtedness of the Company immediately prior to the transaction shall be deemed to have been incurred in connection with such transaction.

Limitations on Mergers and Certain Other Transactions. Parent (a) The Company will not permit the Companynot, in a single transaction or a series of related transactions, to (i) consolidate or merge with or into (other than a merger with a Wholly-Owned Restricted Subsidiary solely for the purpose of changing the Company's ’s jurisdiction of incorporation to another State of the United States; provided that clauses (a) and (d) below are complied with), or sell, lease, transfer, convey or otherwise dispose of or assign all or substantially all of the assets of the Company or the Company and its Subsidiaries (taken as a whole), or permit any of its Restricted Subsidiaries to do so if such transaction would result in the transfer of all or substantially all of the assets of the Company and its Subsidiaries (taken as a whole), or assign any of its obligations under the Notes and the Notes this Indenture, to any Person or (ii) adopt a Plan of Liquidation unless, in either case: (wa) the Person formed by or surviving such consolidation or merger (if other than the Company) or to which such sale, lease, conveyance or other disposition or assignment shall be made (or, in the case of a Plan of Liquidation, any Person to which assets are transferred) (collectively, the "“SUCCESSOR"”), is a corporation or a cooperative corporation organized and existing under the laws of any State of the United States of America or the District of Columbia, and the Successor assumes by supplemental indenture in a form satisfactory to the Trustee all of the Obligations obligations of the Company under the Notes and the Notes this Indenture; (xb) immediately prior to and immediately after giving effect to such transaction and the assumption of the obligations as set forth in clause (wa) above and the incurrence of any Indebtedness to be incurred in connection therewith, no Default or Event of Default shall have occurred and be continuing; provided, however, that in the case of the Pro-Fac Merger, the foregoing clause (b) shall be deemed to be satisfied if immediately after giving effect to the Pro-Fac Merger and the assumption of the obligations set forth in clause (a) above and the incurrence of any Indebtedness to be incurred in connection therewith, no Default or Event of Default shall have occurred and be continuing; and (yc) immediately after and giving effect to such transaction and the assumption of the obligations set forth in clause (wa) above and the incurrence of any Indebtedness to be incurred in connection therewith, and the use of any net proceeds therefrom on a pro forma basis, (1x) in the case of the Pro-Fac Merger only, the Consolidated Net Worth of Parent would Coverage Ratio shall be at least equal to or greater than the Consolidated Net Worth of Parent Coverage Ratio immediately prior to such transaction the consummation of the Pro-Fac Merger and the assumption of the obligations set forth in clause (a) above and the incurrence of any Indebtedness to be incurred in connection therewith, and (2y) in the case of any other such transaction, the Company or the Successor, as the case may be, could meet the Coverage Ratio Incurrence Condition; and (d) each Guarantor, unless it is the other party to the transactions described above, shall have by amendment to its Note Guarantee confirmed that its Note Guarantee shall apply to the obligations of the Company or the Successor under the Notes and this Indenture. For purposes of this Section 5.01, any Indebtedness of the Successor which was not Indebtedness of the Company immediately prior to the transaction shall be deemed to have been incurred in connection with such transaction.

Limitations on Mergers and Certain Other Transactions. Parent (a) The Company will not permit the Companynot, in a single transaction or a series of related transactions, to (i) consolidate or merge with or into (other than a merger with a Wholly-Owned Restricted Subsidiary solely for the purpose of changing the Company's jurisdiction of incorporation to another State of the United States), or sell, lease, transfer, convey or otherwise dispose of or assign all or substantially all of the assets of the Company or the Company and its Subsidiaries (taken as a whole), or assign any of its obligations under the Notes and the Notes this Indenture, to any Person or (ii) adopt a Plan of Liquidation unless, in either case: (w) the Person formed by or surviving such consolidation or merger (if other than the Company) or to which such sale, lease, conveyance or other disposition or assignment shall be made (or, in the case of a Plan of Liquidation, any Person to which assets are transferred) (collectively, the "SUCCESSOR"), is a corporation organized and existing under the laws of any State of the United States of America or the District of Columbia, and the Successor assumes by supplemental indenture in a form satisfactory to the Trustee all of the Obligations obligations of the Company under the Notes and the Notes this Indenture; (x) immediately prior to and immediately after giving effect to such transaction and the assumption of the obligations as set forth in clause (w) above and the incurrence of any Indebtedness to be incurred in connection therewith, no Default or Event of Default shall have occurred and be continuing; and (y) immediately after and giving effect to such transaction and the assumption of the obligations set forth in clause (w) above and the incurrence of any Indebtedness to be incurred in connection therewith, and the use of any net proceeds therefrom on a pro forma basis, (1) the Consolidated Net Worth of Parent would be at least equal to the Consolidated Net Worth of Parent immediately prior to such transaction and (2) the Company or the Successor, as the case may be, could meet the Coverage Ratio Incurrence Condition. For purposes of this Section 5.01, any Indebtedness of the Successor which was not Indebtedness of the Company immediately prior to the transaction shall be deemed to have been incurred in connection with such transaction.,

Limitations on Mergers and Certain Other Transactions. Parent The Company will not permit the Companynot, in a single transaction or a series of related transactions, to (i) consolidate or merge with or into (other than a merger with a Wholly-Owned Restricted Subsidiary solely for the purpose of changing the Company's jurisdiction of incorporation to another State of the United States), or sell, lease, transfer, convey or otherwise dispose of or assign all or substantially all of the assets of the Company or the Company and its Subsidiaries (taken as a whole), or assign any of its obligations under the Notes and the Notes this Indenture, to any Person or (ii) adopt a Plan of Liquidation unless, in either case: (wa) the Person formed by or surviving such consolidation or merger (if other than the Company) or to which such sale, lease, conveyance or other disposition or assignment shall be made (or, in the case of a Plan of Liquidation, any Person to which assets are transferred) (collectively, the "SUCCESSOR"), is a corporation organized and existing under the laws of any State of the United States of America or the District of Columbia, and the Successor assumes by supplemental indenture in a form satisfactory to the Trustee all of the Obligations obligations of the Company under the Notes and the Notes this Indenture; (xb) immediately prior to and immediately after giving effect to such transaction and the assumption of the obligations as set forth in clause (wa) above and the incurrence of any Indebtedness to be incurred in connection therewith, no Default or Event of Default shall have occurred and be continuing; and (yc) except in the case of the consolidation or merger of the Company with or into a Restricted Subsidiary or any Restricted Subsidiary with or into the Company or another Restricted Subsidiary, or the Company or a Restricted Subsidiary with or into any other Person that has no other Indebtedness outstanding immediately after and giving effect to such transaction and the assumption of the obligations set forth in clause (wa) above and the incurrence of any Indebtedness to be incurred in connection therewith, and the use of any net proceeds therefrom on a pro forma basis, (1) the Consolidated Net Worth of Parent the Company or the Successor, as the case may be, would be at least equal to the Consolidated Net Worth of Parent the Company immediately prior to such transaction and (2) the Company or the Successor, as the case may be, could meet would be able to incur $1.00 of additional Indebtedness not constituting Permitted Indebtedness at such specified time pursuant to Section 4.07; and (d) each Subsidiary Guarantor, unless it is the Coverage Ratio Incurrence Conditionother party to the transactions described above, shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to the obligations of the Company or the Successor under the Notes and this Indenture. For purposes of this Section 5.01covenant, any Indebtedness of the Successor which was not Indebtedness of the Company immediately prior to the transaction shall be deemed to have been incurred in connection with such transaction.

Limitations on Mergers and Certain Other Transactions. Parent (a) The Company will not permit the Companynot, in a single transaction or a series of related transactions, to (i) consolidate or merge with or into (other than a merger with a Wholly-Owned Restricted Subsidiary solely for the purpose of changing the Company's jurisdiction of incorporation to another State of the United States; provided that clauses (a) and (d) below are complied with), or sell, lease, transfer, convey or otherwise dispose of or assign all or substantially all of the assets of the Company or the Company and its Subsidiaries (taken as a whole), or permit any of its Restricted Subsidiaries to do so if such transaction would result in the transfer of all or substantially all of the assets of the Company and its Subsidiaries (taken as a whole), or assign any of its obligations under the Notes and the Notes this Indenture, to any Person or (ii) adopt a Plan of Liquidation unless, in either case: (wa) the Person formed by or surviving such consolidation or merger (if other than the Company) or to which such sale, lease, conveyance or other disposition or assignment shall be made (or, in the case of a Plan of Liquidation, any Person to which assets are transferred) (collectively, the "SUCCESSOR"), is a corporation or a cooperative corporation organized and existing under the laws of any State of the United States of America or the District of Columbia, and the Successor assumes by supplemental indenture in a form satisfactory to the Trustee all of the Obligations obligations of the Company under the Notes and the Notes this Indenture; (xb) immediately prior to and immediately after giving effect to such transaction and the assumption of the obligations as set forth in clause (wa) above and the incurrence of any Indebtedness to be incurred in connection therewith, no Default or Event of Default shall have occurred and be continuing; provided, however, that in the case of the Pro-Fac Merger, the foregoing clause (b) shall be deemed to be satisfied if immediately after giving effect to the Pro-Fac Merger and the assumption of the obligations set forth in clause (a) above and the incurrence of any Indebtedness to be incurred in connection therewith, no Default or Event of Default shall have occurred and be continuing; and (yc) immediately after and giving effect to such transaction and the assumption of the obligations set forth in clause (wa) above and the incurrence of any Indebtedness to be incurred in connection therewith, and the use of any net proceeds therefrom on a pro forma basis, (1x) in the case of the Pro-Fac Merger only, the Consolidated Net Worth of Parent would Coverage Ratio shall be at least equal to or greater than the Consolidated Net Worth of Parent Coverage Ratio immediately prior to such transaction the consummation of the Pro-Fac Merger and the assumption of the obligations set forth in clause (a) above and the incurrence of any Indebtedness to be incurred in connection therewith, and (2y) in the case of any other such transaction, the Company or the Successor, as the case may be, could meet the Coverage Ratio Incurrence Condition; and (d) each Guarantor, unless it is the other party to the transactions described above, shall have by amendment to its Note Guarantee confirmed that its Note Guarantee shall apply to the obligations of the Company or the Successor under the Notes and this Indenture. For purposes of this Section 5.01, any Indebtedness of the Successor which was not Indebtedness of the Company immediately prior to the transaction shall be deemed to have been incurred in connection with such transaction.

Limitations on Mergers and Certain Other Transactions. Parent The Company will not permit the Companynot, in a single transaction or a series of related transactions, to (i) consolidate or merge with or into (other than a merger with a Wholly-Owned Restricted Subsidiary solely for the purpose of changing the Company's jurisdiction of incorporation to another State of the United States), or sell, lease, transfer, convey or otherwise dispose of or assign all or substantially all of the assets of the Company or the Company and its Subsidiaries (taken as a whole), or assign any of its obligations under the Notes and the Notes this Indenture, to any Person or (ii) adopt a Plan of Liquidation unless, in either case: (wv) the Person formed by or surviving such consolidation or merger (if other than the Company) or to which such sale, lease, conveyance or other disposition or assignment shall be made (or, in the case of a Plan of Liquidation, any Person to which assets are transferred) (collectively, the "SUCCESSOR"), is a corporation organized and existing under the laws of any State of the United States of America or the District of Columbia, and the Successor assumes by supplemental indenture in a form satisfactory to the Trustee all of the Obligations obligations of the Company under the Notes and the Notes this Indenture; (xw) immediately prior to and immediately after giving effect to such transaction and the assumption of the obligations as set forth in clause (wv) above and the incurrence of any Indebtedness to be incurred in connection therewith, no Default or Event of Default shall have occurred and be continuing; and (yx) immediately after and giving effect to such transaction and the assumption of the obligations set forth in clause (wv) above and the incurrence of any Indebtedness to be incurred in connection therewith, and the use of any net proceeds therefrom on a pro forma basis, (1) the Consolidated Net Worth of Parent the Company or the Successor, as the case may be, would be at least equal to the Consolidated Net Worth of Parent the Company immediately prior to such transaction and (2) the Company or the Successor, as the case may be, could meet the Coverage Ratio Incurrence Condition; (y) each Subsidiary Guarantor, unless it is the other party to the transactions described above, shall have confirmed, by a supplemental indenture in form and substance reasonably satisfactory to the Trustee, that its Note Guarantee shall apply to the obligations of the Company or the Successor under the Notes and this Indenture; and (z) the Company will have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the provisions of this Section 5.01. For purposes of this Section 5.01covenant, any Indebtedness of the Successor which was not Indebtedness of the Company immediately prior to the transaction shall be deemed to have been incurred in connection with such transaction.not