Common use of Limitations on Mergers and Liquidation Clause in Contracts

Limitations on Mergers and Liquidation. Merge, amalgamate, 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) any Wholly-Owned Subsidiary of the U.S. Borrower may be merged, amalgamated or consolidated with or into: (i) the U.S. Borrower (provided that the continuing or surviving Person shall be the U.S. Borrower); or (ii) any other Wholly-Owned Subsidiary of the U.S. Borrower (provided that the continuing or surviving Person shall (A) be a U.S. Subsidiary Guarantor in the case of a merger, amalgamation or consolidation involving a U.S. Subsidiary Guarantor, (B) include the Borrower in the case of a merger, amalgamation or consolidation involving the Borrower or (C) subject to clauses (i) and (ii)(B) above, be a Guarantor in the case of a merger, amalgamation or consolidation involving a Guarantor); provided further that no U.S. Credit Party may be merged, amalgamated or consolidated with or into a Credit Party (other than the U.S. Borrower) and no Credit Party (other than the U.S. Borrower) may be merged, amalgamated or consolidated with or into a U.S. Credit Party; (b) any Wholly-Owned Subsidiary of the U.S. Borrower may merge or amalgamate into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition; (c) any Wholly-Owned Subsidiary of the U.S. Borrower may merge or amalgamate into any Person pursuant to an Asset Disposition of all of the assets of such Wholly-Owned Subsidiary permitted pursuant to Section 10.5; and (d) any Subsidiary of the U.S. Borrower (other than the Borrower) may wind-up, liquidate or dissolve; provided that (i) its assets are transferred to the U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower and (ii) if such Subsidiary is (A) a U.S. Subsidiary Guarantor then the transferee shall be a U.S. Credit Party and (B) a Guarantor (other than the U.S. Borrower) then the transferee shall be a Credit Party.

Limitations on Mergers and Liquidation. Merge, amalgamate, 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) any Wholly-Owned Subsidiary of the U.S. Borrower may be merged, amalgamated or consolidated with or into: (i) the U.S. Borrower (provided that the continuing or surviving Person shall be the U.S. Borrower); or (ii) any other Wholly-Owned Subsidiary of the U.S. Borrower (provided that the continuing or surviving Person shall (A) be a U.S. Subsidiary Guarantor in the case of a merger, amalgamation or consolidation involving a U.S. Subsidiary Guarantor, (B) include the Canadian Borrower in the case of a merger, amalgamation or consolidation involving the Canadian Borrower or and (C) subject to clauses (i) and (ii)(B) above, be a Canadian Guarantor in the case of a merger, amalgamation or consolidation involving a Canadian Guarantor); provided further that no U.S. Credit Party may be merged, amalgamated or consolidated with or into a Canadian Credit Party and no Canadian Credit Party may be merged, amalgamated or consolidated with or into a Credit Party (other than the U.S. Borrower) and no Credit Party (other than the U.S. Borrower) may be merged, amalgamated or consolidated with or into a U.S. Credit Party; (b) any Wholly-Owned Subsidiary of the U.S. Borrower may merge or amalgamate into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition; (c) any Wholly-Owned Subsidiary of the U.S. Borrower may merge or amalgamate into any Person pursuant to an Asset Disposition of all of the assets of such Wholly-Owned Subsidiary permitted pursuant to Section 10.5; and (d) any Subsidiary of the U.S. Borrower (other than the Canadian Borrower) may wind-up, liquidate or dissolve; dissolve provided that (i) its assets are transferred to the U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower and (ii) if such Subsidiary is (A) a U.S. Subsidiary Guarantor then the transferee shall be a U.S. Credit Party and (B) a Canadian Guarantor (other than the U.S. Borrower) then the transferee shall be a Canadian Credit Party.

Limitations on Mergers and Liquidation. Merge, amalgamate, 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), except that so long as no Default or Event of Default exists both before and after giving effect to such transaction: (a) any Wholly-Wholly Owned Subsidiary of the U.S. Borrower may be merged, amalgamated merge with the Borrower or consolidated with or into: any other Wholly Owned Restricted Subsidiary of the Borrower; provided that (i) in any merger involving the U.S. Borrower, the Borrower (provided that the continuing or surviving Person shall be the U.S. Borrower); or surviving entity and (ii) in any other Wholly-Owned Subsidiary of the U.S. Borrower (provided that the continuing or surviving Person shall (A) be a U.S. Subsidiary Guarantor in the case of a merger, amalgamation or consolidation merger involving a U.S. Subsidiary GuarantorGuarantor (that does not also involve the Borrower), (B) include the Borrower in the case of a merger, amalgamation or consolidation involving the Borrower or (C) subject to clauses (i) and (ii)(B) above, be a Guarantor in shall be the case of a merger, amalgamation or consolidation involving a Guarantor); provided further that no U.S. Credit Party may be merged, amalgamated or consolidated with or into a Credit Party (other than the U.S. Borrower) and no Credit Party (other than the U.S. Borrower) may be merged, amalgamated or consolidated with or into a U.S. Credit Partysurviving entity; (b) any Wholly-Wholly Owned Restricted Subsidiary of the U.S. Borrower may merge with or amalgamate into the Person such Wholly-Wholly Owned Restricted Subsidiary was formed to acquire in connection with a Permitted AcquisitionAcquisition (and, in the case of any merger involving a Guarantor, the Guarantor shall be the surviving Person or such surviving Person is or immediately becomes a Guarantor); (c) any Wholly-Wholly Owned Subsidiary of the U.S. Borrower may merge wind-up or amalgamate dissolve into the Borrower or any Person pursuant to an Asset Disposition of all of the assets of such Wholly-Wholly Owned Subsidiary permitted pursuant to Section 10.5Guarantor; and (d) any Subsidiary Person may merge into the Borrower or any of the U.S. Borrower (other than the Borrower) may wind-up, liquidate or dissolveits Wholly Owned Restricted Subsidiaries in connection with a Permitted Acquisition; provided that (i) its assets are transferred to in the U.S. case of a merger involving the Borrower or any Wholly-Owned Subsidiary of Guarantor, the U.S. continuing or surviving Person shall be the Borrower or such Guarantor and (ii) if such Subsidiary is (A) a U.S. Subsidiary Guarantor then the transferee continuing or surviving Person shall be the Borrower or a U.S. Credit Party Wholly Owned Restricted Subsidiary of the Borrower. For the avoidance of doubt, any Restricted Subsidiary of the Borrower may, in accordance with all applicable laws and upon notice to the Administrative Agent, convert into a different legal form; provided that in the case of any such conversion of a Guarantor into a different legal form, the applicable Guaranty remains in full force and effect after such conversion, all representations and warranties of such Guarantor under the Loan Documents shall remain true and correct on the date of such conversion and the Administrative Agent shall have received all documentation reasonably requested by it in connection with such conversion (including, without limitation, an agreement, in form and substance satisfactory to the Administrative Agent reaffirming such Guarantor’s obligations under the Guaranty and documents of the type referred to in Section 6.1(b)(ii) and (Biii) a Guarantor (other than the U.S. Borrower) then the transferee shall be a Credit Partyof this Agreement).

Limitations on Mergers and Liquidation. MergeNo Borrower will, amalgamatenor will it permit any of its Subsidiaries to, 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) any Wholly-Owned Subsidiary of the U.S. Borrower may be merged, amalgamated or consolidated with or into: (i) the U.S. Borrower (provided that the continuing or surviving Person shall be the U.S. Borrower); or (ii) any other Wholly-Owned Subsidiary of the U.S. Borrower (provided that the continuing or surviving Person shall (A) be a U.S. Subsidiary Guarantor in the case of a merger, amalgamation or consolidation involving a U.S. Subsidiary Guarantor, (B) include the Borrower in the case of a merger, amalgamation or consolidation involving the Any Borrower or (C) subject to clauses (i) and (ii)(B) above, be a Guarantor in the case of a merger, amalgamation or consolidation involving a Guarantor); provided further that no U.S. Credit Party may be merged, amalgamated or consolidated with or into a Credit Party (other than the U.S. Borrower) and no Credit Party (other than the U.S. Borrower) may be merged, amalgamated or consolidated with or into a U.S. Credit Party; (b) any Wholly-Owned Subsidiary of the U.S. Borrower may merge with another Person that is not a Borrower or amalgamate into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition; (c) any Wholly-Owned Subsidiary of the U.S. Borrower may merge or amalgamate into any Person pursuant to an Asset Disposition of all of the assets of such Wholly-Owned Subsidiary permitted pursuant to Section 10.5; and (d) any Subsidiary of the U.S. Borrower (other than the Borrower) may wind-up, liquidate or dissolveSubsidiary; provided that (i) in the case of any merger involving the Company or a Subsidiary that is organized under the laws of the United States or one of its assets are transferred states, such other Person is organized under the laws of the United States or one of its states, (ii) in the case of any merger involving a Borrower, such Borrower is the corporation surviving such merger, (iii) in the case of any merger involving a Subsidiary, the survivor is or will become a Subsidiary of the Company, (iv) immediately prior to and after giving effect to such merger, no Default or Event of Default exists or would exist, (iv) the U.S. Board of Directors of such Person has approved such merger and (v) such transaction is permitted under Section 8.06 (b) Any Subsidiary that is not a Borrower may merge into a Borrower or any Wholly-Owned Subsidiary of a Borrower; (c) Any Subsidiary that is not a Borrower may liquidate, wind-up or dissolve itself into a Borrower or any Wholly-Owned Subsidiary of a Borrower (d) Any Borrower may merge with any other Borrower; provided that in the U.S. case of any merger involving the Company, the Company is the corporation surviving such merger; and (e) Any Borrower and (ii) if such Subsidiary is (A) a U.S. Subsidiary Guarantor then the transferee shall be a U.S. Credit Party and (B) a Guarantor (other than the U.S. Company) may liquidate, wind-up or dissolve itself into any other Borrower) then the transferee shall be a Credit Party.

Limitations on Mergers and Liquidation. Merge, amalgamate, 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: (ai) any Wholly-Owned Domestic Subsidiary of the U.S. Borrower may be merged, amalgamated merge with the Borrower or consolidated with or into: (i) the U.S. Borrower (provided that the continuing or surviving Person shall be the U.S. Borrower); or (ii) any other Wholly-Owned Domestic Subsidiary of the U.S. Borrower (provided that (1) in any merger involving the continuing or Borrower, the Borrower shall be the surviving Person shall entity and (A2) be a U.S. in any merger involving any Subsidiary Guarantor in the case of a merger, amalgamation or consolidation involving a U.S. Subsidiary Guarantor, (B) include the Borrower in the case of a merger, amalgamation or consolidation and not involving the Borrower or (C) subject to clauses (iBorrower), such Subsidiary Guarantor shall be the surviving entity) and (ii)(B) above, be a Guarantor in the case of a merger, amalgamation or consolidation involving a Guarantor); provided further that no U.S. Credit Party may be merged, amalgamated or consolidated with or into a Credit Party (other than the U.S. Borrower) and no Credit Party (other than the U.S. Borrower) may be merged, amalgamated or consolidated with or into a U.S. Credit Party; (bii) any Wholly-Owned Foreign Subsidiary of the U.S. Borrower may merge or amalgamate with any other Wholly-Owned Foreign Subsidiary of the Borrower; (i) any Wholly-Owned Domestic Subsidiary of the Borrower may merge into the Person such Wholly-Owned Domestic Subsidiary was formed to acquire in connection with an acquisition permitted by Section 10.3(c) (provided that, after giving effect to such acquisition, such Person shall be a Permitted Acquisition; Wholly-Owned Domestic Subsidiary and shall comply with the requirements set forth in Section 8.10) and (cii) any Wholly-Owned Foreign Subsidiary of the U.S. Borrower may merge or amalgamate into any the Person pursuant to an Asset Disposition of all of the assets of such Wholly-Owned Foreign Subsidiary was formed to acquire in connection with an acquisition permitted pursuant to by Section 10.510.3(c); and (d) any Subsidiary of the U.S. Borrower (other than the Borrower) may wind-up, liquidate or dissolve; provided that (i) its assets are transferred to the U.S. Borrower or any Wholly-Owned Domestic Subsidiary of the U.S. Borrower may wind-up into the Borrower or any other Wholly-Owned Domestic Subsidiary of the Borrower and (ii) if such any Wholly-Owned Foreign Subsidiary is (A) a U.S. of the Borrower may wind-up into any other Wholly-Owned Foreign Subsidiary Guarantor then of the transferee shall be a U.S. Credit Party and (B) a Guarantor (other than the U.S. Borrower) then the transferee shall be a Credit Party.

Limitations on Mergers and Liquidation. Merge, amalgamate, 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) any Wholly-Owned Subsidiary of the U.S. Borrower may be merged, amalgamated merged or consolidated with or into: (i) into the U.S. Borrower (provided that the Borrower shall be the continuing or surviving Person shall be the U.S. Borrower); or (iiPerson) or with or into any other Wholly-Owned Subsidiary of the U.S. Borrower Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving Person shall (A) be a U.S. Subsidiary Guarantor in the case of a merger, amalgamation or consolidation involving a U.S. Subsidiary Guarantor, (B) include the Borrower in the case of a merger, amalgamation or consolidation involving the Borrower or (C) subject to clauses (i) and (ii)(B) above, be a Guarantor in the case of a merger, amalgamation or consolidation involving a GuarantorPerson); provided further that no U.S. Credit Party may be merged, amalgamated or consolidated with or into a Credit Party (other than the U.S. Borrower) and no Credit Party (other than the U.S. Borrower) may be merged, amalgamated or consolidated with or into a U.S. Credit Party; (b) any Subsidiary may sell, lease, transfer or otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any Wholly-Owned Subsidiary; provided that if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be the Borrower or a Subsidiary Guarantor; provided, further that if the transferee in such transaction is the Borrower or a Subsidiary Guarantor, the consideration paid or payable in connection with such transaction shall be no more than the fair market value of the assets sold, leased, transferred or otherwise disposed of in connection therewith; (c) any Wholly-Owned Subsidiary of the U.S. Borrower may merge or amalgamate 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 9.10 in connection therewith; (c) any Wholly-Owned Subsidiary of the U.S. Borrower may merge or amalgamate into any Person pursuant to an Asset Disposition of all of the assets of such Wholly-Owned Subsidiary permitted pursuant to Section 10.5; and (d) any Subsidiary of the U.S. Borrower (other than the Borrower) may wind-upup into the Borrower or any Subsidiary Guarantor; provided, liquidate or dissolve; provided that (i) its assets are transferred to in the U.S. case of a merger involving the Borrower or any 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 U.S. Borrower Borrower; and (e) BidCo may consummate the Merger in accordance with the terms of the Acquisition Documents and (ii) if such Subsidiary is (A) a U.S. Subsidiary Guarantor then the transferee shall be a U.S. Credit Party and (B) a Guarantor (other than the U.S. Borrower) then the transferee shall be a Credit Partyall applicable laws.

Limitations on Mergers and Liquidation. Merge, amalgamate, 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) any Wholly-Owned Subsidiary of the U.S. Borrower may be merged, amalgamated or consolidated with or into: (i) the U.S. Borrower (provided that the continuing or surviving Person shall be the U.S. Borrower); oror -- (ii) any other Wholly-Owned Subsidiary of the U.S. Borrower (provided that the continuing or surviving Person shall (A) be a U.S. Subsidiary Guarantor in the case of a merger, amalgamation or consolidation involving a U.S. Subsidiary Guarantor, (B) include the Borrower in the case of a merger, amalgamation or consolidation involving the Borrower or (C) subject to clauses (i) and (ii)(B) above, be a Guarantor in the case of a merger, amalgamation or consolidation involving a Guarantor); provided further that no U.S. Credit Party may be merged, amalgamated or consolidated with or into a Credit Party (other than the U.S. Borrower) and no Credit Party (other than the U.S. Borrower) may be merged, amalgamated or consolidated with or into a U.S. Credit Party; (b) any Wholly-Owned Subsidiary of the U.S. Borrower may merge or amalgamate into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition; (c) any Wholly-Owned Subsidiary of the U.S. Borrower may merge or amalgamate into any Person pursuant to an Asset Disposition of all of the assets of such Wholly-Owned Subsidiary permitted pursuant to Section 10.5; and (d) any Subsidiary of the U.S. Borrower (other than the Borrower) may wind-up, liquidate or dissolve; provided that (i) its assets are transferred to the U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower and (ii) if such Subsidiary is (A) a U.S. Subsidiary Guarantor then the transferee shall be a U.S. Credit Party and (B) a Guarantor (other than the U.S. Borrower) then the transferee shall be a Credit Party.

Limitations on Mergers and Liquidation. Merge, amalgamate, 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) any Wholly-Owned Subsidiary of the U.S. Borrower may be merged, amalgamated or consolidated with or into: (i) the U.S. Borrower (provided that the continuing or surviving Person shall be the U.S. Borrower); or (ii) any other Wholly-Owned Subsidiary of the U.S. Borrower (provided that the continuing or surviving Person shall (A) be a U.S. Subsidiary Guarantor in the case of a merger, amalgamation or consolidation involving a U.S. Subsidiary Guarantor, (B) include the Borrower in the case of a merger, amalgamation or consolidation involving the Borrower or (C) subject to clauses (i) and (ii)(B) above, be a Guarantor in the case of a merger, amalgamation or consolidation involving a Guarantor); provided further that no U.S. Credit Party may be merged, amalgamated or consolidated with or into a Credit Party (other than the U.S. Borrower) and no Credit Party (other than the U.S. Borrower) may be merged, amalgamated or consolidated with or into a U.S. Credit Party; (b) any Wholly-Owned Subsidiary of the U.S. Borrower may merge or amalgamate into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition; (c) any Wholly-Owned Subsidiary of the U.S. Borrower may merge or amalgamate into any Person pursuant to an Asset Disposition of all of the assets of such Wholly-Owned Subsidiary permitted pursuant to Section 10.5; and (d) any Subsidiary of the U.S. Borrower (other than the Borrower) may wind-up, liquidate or dissolve; dissolve provided that (i) its assets are transferred to the U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower and (ii) if such Subsidiary is (A) a U.S. Subsidiary Guarantor then the transferee shall be a U.S. Credit Party and (B) a Guarantor (other than the U.S. Borrower) then the transferee shall be a Credit Party.

Limitations on Mergers and Liquidation. Merge, amalgamate, 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) any Wholly-Owned Subsidiary of the U.S. Borrower may be merged, amalgamated or consolidated with or into: (i) the U.S. Borrower (provided that the continuing or surviving Person shall be the U.S. Borrower); or (ii) any other Wholly-Owned Subsidiary of the U.S. Borrower (provided that the continuing or surviving Person shall (A) be a U.S. Subsidiary Guarantor in the case of a merger, amalgamation or consolidation involving a U.S. Subsidiary Guarantor, (B) include the Borrower in the case of a merger, amalgamation or consolidation involving the Borrower or (C) subject to clauses (i) and (ii)(B) above, be a Guarantor in the case of a merger, amalgamation or consolidation involving a Guarantor); provided further that no U.S. Credit Party may be merged, amalgamated merged or consolidated with or into a Credit Party the Borrower (other than PROVIDED that the U.S. BorrowerBorrower shall be the continuing or surviving Person) and no Credit Party (other than the U.S. Borrower) may be merged, amalgamated or consolidated with or into a U.S. Credit Partyany Subsidiary Guarantor (PROVIDED that the Subsidiary Guarantor shall be the continuing or surviving Person); (b) any Wholly-Owned Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Wholly-Owned Subsidiary; (PROVIDED that if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be the Borrower or a Subsidiary Guarantor); (c) any Wholly-Owned Subsidiary of the U.S. Borrower may merge or amalgamate into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition; (c) any Wholly-Owned Subsidiary of the U.S. Borrower may merge or amalgamate into any Person pursuant to an Asset Disposition of all of the assets of such Wholly-Owned Subsidiary permitted pursuant to Section 10.5; and (d) any Subsidiary of the U.S. Borrower (other than the Borrower) may wind-upup into the Borrower or any Subsidiary of the Borrower; PROVIDED that if the Subsidiary being wound up is a Guarantor, it may be wound up into the Borrower or any Subsidiary that is, or will become concurrently with the transaction, a Guarantor; and (e) Holdings may merge with or into or consolidate with, or wind-up or liquidate into or dissolve; provided that otherwise transfer all of its assets to, a parent or a Subsidiary of a parent, so long as (i) its assets are transferred the Person surviving such transaction, if not Holdings, shall become a Guarantor and assume all of Holdings' covenants and obligations hereunder pursuant to the U.S. Borrower a Joinder Agreement (and each reference to Holdings in this Agreement or any Wholly-Owned Subsidiary of the U.S. Borrower Loan Document shall thereafter be deemed to refer and apply to such Surviving Person), (ii) if after giving effect to such Subsidiary is (A) a U.S. Subsidiary Guarantor then the transferee transactions, Holdings and its Subsidiaries shall be a U.S. Credit Party in compliance with the covenants set forth in ARTICLES IX, X and XI hereto and (Biii) a Guarantor (other than the U.S. Borrower) then the transferee representations and warranties contained in ARTICLE VII that are subject to materiality or Material Adverse Effect qualifications shall be a Credit Partytrue, correct and complete in all respects and all representations and warranties that are not subject to materiality or Material Adverse Effect qualification are true, correct and complete in all material respects, after giving effect to such transaction; PROVIDED that for the purposes of sub-clauses (ii) and (iii) of this SECTION 11.4(e) and any test related thereto, any reference to Holdings shall be deemed to refer to the Person surviving such transaction, if not Holdings.

Limitations on Mergers and Liquidation. Merge, amalgamate, 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) any Wholly-Owned Subsidiary of the U.S. Borrower Parent may be merged, amalgamated or consolidated with or into: (i) the U.S. Borrower (provided that the continuing or surviving Person shall be the U.S. Borrower); or (ii) any other Wholly-Owned Subsidiary of the U.S. Borrower (provided that the continuing or surviving Person shall (A) be a U.S. Subsidiary Guarantor in the case of a merger, amalgamation or consolidation involving a U.S. Subsidiary Guarantor, (B) include the Borrower in the case of a merger, amalgamation or consolidation involving the Borrower or (C) subject to clauses (i) and (ii)(B) above, be a Guarantor in the case of a merger, amalgamation or consolidation involving a Guarantor); provided further that no U.S. Credit Party may be merged, amalgamated merged or consolidated with or into a Credit Party (any other than the U.S. Borrower) and no Credit Party (other than the U.S. Borrower) may be merged, amalgamated or consolidated with or into a U.S. Credit PartyParent; (b) any Wholly-Owned Subsidiary of the U.S. Borrower may be merged or consolidated with or into the U.S. Borrower (provided that the U.S. Borrower shall be the continuing or surviving Person); (c) any Wholly-Owned Subsidiary of the U.S. Borrower (other than a Borrower) may be merged or consolidated with or into any Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving Person); (d) any Wholly-Owned Subsidiary (other than a Borrower) may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the U.S. Borrower or any other Wholly-Owned Subsidiary; provided that if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be the U.S. Borrower or a Subsidiary Guarantor; (e) any Wholly-Owned Subsidiary of the U.S. Borrower may merge or amalgamate into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition;; and (cf) any Wholly-Owned Subsidiary (other than a Borrower) of the U.S. Borrower may merge wind up into a Borrower or amalgamate any Subsidiary Guarantor; (g) any Foreign Subsidiary may be merged or consolidated with or wound up into another Foreign Subsidiary, provided that in any Person pursuant to an Asset Disposition of all of such merger or consolidation or winding up involving a Foreign Borrower, such Foreign Borrower shall be the assets of such Wholly-Owned Subsidiary permitted pursuant to Section 10.5surviving or continuing Person; and (dh) any Subsidiary an amalgamation of the U.S. Canadian Borrower (other than with Pharmaceutical Research Associates Global, Inc., Pharm Research Associates RX, Inc. and Pharmaceutical Research Associates Inc., all of which are corporations existing under the Borrower) may wind-uplaws of Canada, liquidate or dissolveto continue under the name Pharmaceutical Research Associates Inc.; provided that (i) its assets are transferred the amalgamated entity delivers confirmation, in form and substance satisfactory to the U.S. Borrower or any Wholly-Owned Subsidiary Administrative Agent, of its obligations under the U.S. Borrower Credit Agreement and (ii) if such Subsidiary is (A) a U.S. Subsidiary Guarantor then the transferee shall be a U.S. Credit Party and (B) a Guarantor (other than the U.S. Borrower) then the transferee shall be a Credit PartyLoan Documents as applicable.

Limitations on Mergers and Liquidation. Merge, amalgamate, 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) any Wholly-Owned Subsidiary of the U.S. Borrower may be merged, amalgamated merged or consolidated with or into: (i) into the U.S. Borrower (provided that the Borrower shall be the continuing or surviving Person shall be the U.S. Borrower); or (iiPerson) or with or into any other Wholly-Owned Subsidiary of the U.S. Borrower Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving Person shall (A) be a U.S. Subsidiary Guarantor in the case of a merger, amalgamation or consolidation involving a U.S. Subsidiary Guarantor, (B) include the Borrower in the case of a merger, amalgamation or consolidation involving the Borrower or (C) subject to clauses (i) and (ii)(B) above, be a Guarantor in the case of a merger, amalgamation or consolidation involving a GuarantorPerson); provided further that no U.S. Credit Party may be merged, amalgamated or consolidated with or into a Credit Party (other than the U.S. Borrower) and no Credit Party (other than the U.S. Borrower) may be merged, amalgamated or consolidated with or into a U.S. Credit Party; (b) any Subsidiary may sell, lease, transfer or otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any Wholly-Owned Subsidiary; provided that if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be the Borrower or a Subsidiary Guarantor; provided, further that if the transferee in such transaction is the Borrower or a Subsidiary Guarantor, the consideration paid or payable in connection with such transaction shall be no more than the fair market value of the assets sold, leased, transferred or otherwise disposed of in connection therewith; (c) any Wholly-Owned Subsidiary of the U.S. Borrower may merge or amalgamate into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition; ; provided that (ci) any Wholly-Owned a Subsidiary of Guarantor shall be the U.S. continuing or surviving entity or (ii) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower may merge or amalgamate into any Person pursuant to an Asset Disposition of all of the assets of such Wholly-Owned Subsidiary permitted pursuant to shall comply with Section 10.58.10 in connection therewith; and (d) any Subsidiary of the U.S. Borrower (other than the Borrower) may wind-upup into the Borrower or any Subsidiary Guarantor; provided, liquidate or dissolve; provided that (i) its assets are transferred to in the U.S. case of a merger involving the Borrower or any 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 U.S. Borrower and (ii) if such Subsidiary is (A) a U.S. Subsidiary Guarantor then the transferee shall be a U.S. Credit Party and (B) a Guarantor (other than the U.S. Borrower) then the transferee shall be a Credit Party.

Limitations on Mergers and Liquidation. Merge, amalgamate, 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) any Wholly-Owned Subsidiary of the U.S. Parent Borrower (other than the Subsidiary Borrower) may be merged, amalgamated or consolidated with or into: (i) the U.S. Borrower (provided that the continuing or surviving Person shall be the U.S. Borrower); or (ii) any other Wholly-Owned Subsidiary of the U.S. Borrower (provided that the continuing or surviving Person shall (A) be a U.S. Subsidiary Guarantor in the case of a merger, amalgamation or consolidation involving a U.S. Subsidiary Guarantor, (B) include the Borrower in the case of a merger, amalgamation or consolidation involving the Borrower or (C) subject to clauses (i) and (ii)(B) above, be a Guarantor in the case of a merger, amalgamation or consolidation involving a Guarantor); provided further that no U.S. Credit Party may be merged, amalgamated merged or consolidated with or into a Credit Party either Borrower (other than provided that such Borrower shall be the U.S. Borrowercontinuing or surviving Person) and no Credit Party (other than the U.S. Borrower) may be merged, amalgamated or consolidated with or into a U.S. Credit Partyany Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving Person); (b) any Subsidiary may sell, lease, transfer or otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or any Wholly-Owned Subsidiary; provided that if the transferor in such a transaction is the Subsidiary Borrower or a Subsidiary Guarantor, then the transferee must either be a Borrower or a Subsidiary Guarantor; provided, further that if the transferee in such transaction is either Borrower or a Subsidiary Guarantor, the consideration paid or payable in connection with such transaction shall be no more than the fair market value of the assets sold, leased, transferred or otherwise disposed of in connection therewith; (c) any Wholly-Owned Subsidiary of the U.S. Parent Borrower may merge or amalgamate 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 Parent Borrower shall comply with Section 9.10 in connection therewith; (c) any Wholly-Owned Subsidiary of the U.S. Borrower may merge or amalgamate into any Person pursuant to an Asset Disposition of all of the assets of such Wholly-Owned Subsidiary permitted pursuant to Section 10.5; and (d) any Subsidiary of the U.S. Parent Borrower (other than the Borrower) may wind-up, liquidate up into either Borrower or dissolveany Subsidiary Guarantor; provided that (i) its assets are transferred to in the U.S. case of a merger involving either Borrower or any a Subsidiary Guarantor, the continuing or surviving Person shall be such Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be a Borrower or a Wholly-Owned Subsidiary of the U.S. Parent Borrower; (e) the Parent Borrower and its Subsidiaries may consummate any Corporate Restructuring; and (iif) if such any Subsidiary that is (A) not a U.S. Subsidiary Guarantor then the transferee shall be a U.S. Credit Party and (B) a Guarantor (may merge into any other than the U.S. Borrower) then the transferee shall be Subsidiary that is not a Credit Party.

Limitations on Mergers and Liquidation. Merge, amalgamateconsolidate, consolidate amalgamate 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) any Wholly-Owned Subsidiary of the U.S. US Borrower (other than a Subsidiary Borrower) may be merged, amalgamated merged or consolidated with or into: (i) into the U.S. US Borrower (provided that the US Borrower shall be the continuing or surviving Person Person) or with or into any Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the U.S. Borrowercontinuing or surviving Person); or; (iib) any Wholly Owned Subsidiary (other than a Subsidiary Borrower) may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the US Borrower or any other Wholly-Owned Subsidiary of the U.S. Borrower (Subsidiary; provided that if the continuing or surviving Person shall (A) be transferor in such a U.S. Subsidiary Guarantor in the case of transaction is a merger, amalgamation or consolidation involving a U.S. Subsidiary Guarantor, (B) include then the Borrower in transferee must either be the case of a merger, amalgamation or consolidation involving the US Borrower or (C) subject to clauses (i) and (ii)(B) above, be a Guarantor in the case of a merger, amalgamation or consolidation involving a Subsidiary Guarantor); provided further that no U.S. Credit Party may be merged, amalgamated or consolidated with or into a Credit Party (other than the U.S. Borrower) and no Credit Party (other than the U.S. Borrower) may be merged, amalgamated or consolidated with or into a U.S. Credit Party; (bc) any Wholly-Owned Subsidiary of the U.S. US Borrower (other than a Subsidiary Borrower) may merge or amalgamate into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition; (c) any Wholly-Owned Subsidiary of the U.S. Borrower may merge or amalgamate into any Person pursuant to an Asset Disposition of all of the assets of such Wholly-Owned Subsidiary permitted pursuant to Section 10.5; and (d) any Subsidiary of the U.S. US Borrower (other than the Borrower) may wind-up, liquidate up or dissolve; provided that (i) its assets are transferred to dissolve into the U.S. US Borrower or any Wholly-Owned Subsidiary of the U.S. US Borrower and (ii) provided that if the Subsidiary subject to such winding up or dissolution is a Subsidiary Guarantor, such Subsidiary is (A) a U.S. shall wind-up or dissolve into the US Borrower or another Subsidiary Guarantor then the transferee shall be a U.S. Credit Party and (B) a Guarantor (other than the U.S. Borrower) then the transferee shall be a Credit PartyGuarantor).

Limitations on Mergers and Liquidation. Merge, amalgamateconsolidate, consolidate amalgamate 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) any Wholly-Owned Subsidiary of the U.S. a Borrower (other than a Subsidiary that is a Subsidiary Borrower) may be merged, consolidated or amalgamated or consolidated with or into: into (i) a Borrower, so long as such Borrower shall be the U.S. continuing or surviving Person (provided, that in no event shall a Domestic Subsidiary of the US Borrower be merged, consolidated or amalgamated with or into a Borrower other than the US Borrower) or (provided that ii) any Subsidiary Guarantor, so long as (A) the Subsidiary Guarantor shall be the continuing or surviving Person or (B) the continuing or surviving Person shall be become a Subsidiary Guarantor and the U.S. Borrower); orUS Borrower shall comply with Section 9.11 in connection therewith; (iib) any Wholly Owned Subsidiary (other than a Subsidiary Borrower) may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the US Borrower or any other Wholly-Owned Subsidiary of the U.S. Borrower (Subsidiary; provided that if the continuing or surviving Person shall (A) be transferor in such a U.S. Subsidiary Guarantor in the case of transaction is a merger, amalgamation or consolidation involving a U.S. Subsidiary Guarantor, (B) include then the Borrower in transferee must either be the case of a merger, amalgamation or consolidation involving the US Borrower or (C) subject to clauses (i) and (ii)(B) above, be a Guarantor in the case of a merger, amalgamation or consolidation involving a Subsidiary Guarantor); provided further that no U.S. Credit Party may be merged, amalgamated or consolidated with or into a Credit Party (other than the U.S. Borrower) and no Credit Party (other than the U.S. Borrower) may be merged, amalgamated or consolidated with or into a U.S. Credit Party; (bc) any Wholly-Owned Subsidiary of the U.S. US Borrower (other than a Subsidiary Borrower) may merge or amalgamate into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition; (c) any Wholly-Owned Subsidiary of the U.S. Borrower may merge or amalgamate into any Person pursuant to an Asset Disposition of all of the assets of such Wholly-Owned Subsidiary permitted pursuant to Section 10.5; and (d) any Subsidiary of the U.S. a Borrower (other than the a Subsidiary that is a Subsidiary Borrower) may wind-up, liquidate up or dissolve; provided that (i) its assets are transferred to the U.S. dissolve into a Borrower or any Wholly-Owned Subsidiary of a Borrower; provided, that (i) if the U.S. Subsidiary subject to such winding up or dissolution is a Subsidiary Guarantor, such Subsidiary shall wind-up or dissolve into the US Borrower or another Subsidiary Guarantor and (ii) if such in no event shall a Domestic Subsidiary is (A) a U.S. Subsidiary Guarantor then of the transferee shall be a U.S. Credit Party and (B) a Guarantor (US Borrower wind-up or dissolve into any Person other than the U.S. US Borrower or another Domestic Subsidiary of the US Borrower) then the transferee shall be a Credit Party.

Limitations on Mergers and Liquidation. Merge, amalgamate, 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) any Wholly-Owned Subsidiary of the U.S. Borrower may be merged, amalgamated merged or consolidated with or into: (i) into the U.S. Borrower (provided that the Borrower shall be the continuing or surviving Person shall be the U.S. Borrower); or (iiPerson) or with or into any other Wholly-Owned Subsidiary of the U.S. Borrower Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving Person shall (A) be a U.S. Subsidiary Guarantor in the case of a merger, amalgamation or consolidation involving a U.S. Subsidiary Guarantor, (B) include the Borrower in the case of a merger, amalgamation or consolidation involving the Borrower or (C) subject to clauses (i) and (ii)(B) above, be a Guarantor in the case of a merger, amalgamation or consolidation involving a GuarantorPerson); provided further that no U.S. Credit Party may be merged, amalgamated or consolidated with or into a Credit Party (other than the U.S. Borrower) and no Credit Party (other than the U.S. Borrower) may be merged, amalgamated or consolidated with or into a U.S. Credit Party; (b) any Wholly-Owned Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Wholly-Owned Subsidiary; (provided that if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be the Borrower or a Subsidiary Guarantor); (c) any Wholly-Owned Subsidiary of the U.S. Borrower may merge or amalgamate into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition; (c) any Wholly-Owned Subsidiary of the U.S. Borrower may merge or amalgamate into any Person pursuant to an Asset Disposition of all of the assets of such Wholly-Owned Subsidiary permitted pursuant to Section 10.5; and (d) any Subsidiary of the U.S. Borrower (other than the Borrower) may wind-up, liquidate up into the Borrower or dissolveany Subsidiary of the Borrower; provided that if the Subsidiary being wound up is a Guarantor, it may be wound up into the Borrower or any Subsidiary that is, or will become concurrently with the transaction, a Guarantor; (e) Holdings may merge with or into or consolidate with, or wind-up or liquidate into or otherwise transfer all of its assets to, a parent or a Subsidiary of a parent, so long as (i) its assets are transferred the Person surviving such transaction, if not Holdings, shall become a Guarantor and assume all of Holdings' covenants and obligations hereunder pursuant to the U.S. Borrower a Joinder Agreement (and each reference to Holdings in this Agreement or any Wholly-Owned Subsidiary of the U.S. Borrower Loan Document shall thereafter be deemed to refer and apply to such Surviving Person), (ii) if after giving effect to such Subsidiary is (A) a U.S. Subsidiary Guarantor then the transferee transactions, Holdings and its Subsidiaries shall be a U.S. Credit Party in compliance with the covenants set forth in Articles VIII, IX and X hereto and (Biii) a Guarantor (other than the U.S. Borrower) then the transferee representations and warranties contained in Article VI that are subject to materiality or Material Adverse Effect qualifications shall be a Credit Partytrue, correct and complete in all respects and all representations and warranties that are not subject to materiality or Material Adverse Effect qualification are true, correct and complete in all material respects, after giving effect to such transaction; provided that for the purposes of sub-clauses (ii) and (iii) of this Section 10.4(e) and any test related thereto, any reference to Holdings shall be deemed to refer to the Person surviving such transaction, if not Holdings; and (f) on the Closing Date, TRC Finance, Inc. may merge with and into the Borrower, with the Borrower as the Surviving Person.

Limitations on Mergers and Liquidation. Merge, amalgamate, 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) any Wholly-Owned Subsidiary of the U.S. Borrower may be merged, amalgamated or consolidated with or into: (i) the U.S. Borrower (provided that the continuing or surviving Person shall be the U.S. Borrower); or (ii) any other Wholly-Owned Subsidiary of the U.S. Borrower (provided that the continuing or surviving Person shall (A) be a U.S. Subsidiary Guarantor in the case of a merger, amalgamation or consolidation involving a U.S. Subsidiary Guarantor, (B) include the Borrower in the case of a merger, amalgamation or consolidation involving the Borrower or (C) subject to clauses (i) and (ii)(B) above, be a Guarantor in the case of a merger, amalgamation or consolidation involving a Guarantor); provided further that no U.S. Credit Party may be merged, amalgamated merged or consolidated with or into a Credit Party Borrower (other than provided that Borrower shall be the U.S. Borrowercontinuing or surviving Person) and no Credit Party (other than the U.S. Borrower) may be merged, amalgamated or consolidated with or into a U.S. Credit Partyany Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving Person); (b) any Wholly-Owned Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to Borrower or any other Wholly-Owned Subsidiary (provided that if the U.S. transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be Borrower or a Subsidiary Guarantor); (c) any Wholly-Owned Subsidiary of Borrower may merge or amalgamate into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition; (c) any Wholly-Owned Subsidiary of the U.S. Borrower may merge or amalgamate into any Person pursuant to an Asset Disposition of all of the assets of such Wholly-Owned Subsidiary permitted pursuant to Section 10.5; and (d) any Subsidiary of the U.S. Borrower (other than the Borrower) may wind-up, liquidate up into Borrower or dissolveany Subsidiary of Borrower; provided that if the Subsidiary being wound up is a Guarantor, it may be wound up into Borrower or any Subsidiary that is, or will become concurrently with the transaction, a Guarantor; and (e) Holdings may merge with or into or consolidate with, or wind-up or liquidate into or otherwise transfer all of its assets to, a direct or indirect parent, so long as (i) its assets are transferred the Person surviving such transaction, if not Holdings, shall become a Guarantor and assume all of Holdings’ covenants and obligations hereunder and under the other Loan Documents pursuant to the U.S. Borrower a Joinder Agreement (and each reference to Holdings in this Agreement or any Wholly-Owned Subsidiary of the U.S. Borrower Loan Document shall thereafter be deemed to refer and apply to such Surviving Person), (ii) if after giving effect to such Subsidiary is transactions, Holdings and its Subsidiaries shall be in compliance with the covenants set forth in Articles IX and XI hereto, (iii) the representations and warranties contained in Article VII that are subject to materiality or Material Adverse Effect qualifications shall be true, correct and complete in all respects and all representations and warranties that are not subject to materiality or Material Adverse Effect qualification are true, correct and complete in all material respects, after giving effect to such transaction, (iv) no material liabilities are acquired in connection with the transactions described in this Section 11.4(e), (v) the Person surviving such transaction shall take all steps necessary to maintain the Administrative Agent’s perfected security interest in the Collateral and (vi) the Borrower shall have delivered a customary legal opinion in form and substance reasonably satisfactory to the Administrative Agent which opines to (A) a U.S. Subsidiary Guarantor then the transferee shall be a U.S. Credit Party due authorization, execution, delivery and enforceability of the guaranty by the surviving entity and (B) a Guarantor the continuity of the Administrative Agent’s perfected security interest in the Collateral; provided that for the purposes of subclauses (other than the U.S. Borrowerii) then the transferee and (iii) of this Section 11.4(e) and any test related thereto, any reference to Holdings shall be a Credit Partydeemed to refer to the Person surviving such transaction, if not Holdings.

Limitations on Mergers and Liquidation. Merge, amalgamate, 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: (ai) any Wholly-Owned Domestic Subsidiary of the U.S. Borrower may be merged, amalgamated merge with the Borrower or consolidated with or into: (i) the U.S. Borrower (provided that the continuing or surviving Person shall be the U.S. Borrower); or (ii) any other Wholly-Owned Domestic Subsidiary of the U.S. Borrower (provided that (1) in any merger involving the continuing or Borrower, the Borrower shall be the surviving Person shall entity and (A2) be a U.S. in any merger involving any Subsidiary Guarantor in the case of a merger, amalgamation or consolidation involving a U.S. Subsidiary Guarantor, (B) include the Borrower in the case of a merger, amalgamation or consolidation and not involving the Borrower or (C) subject to clauses (iBorrower), such Subsidiary Guarantor shall be the surviving entity) and (ii)(B) above, be a Guarantor in the case of a merger, amalgamation or consolidation involving a Guarantor); provided further that no U.S. Credit Party may be merged, amalgamated or consolidated with or into a Credit Party (other than the U.S. Borrower) and no Credit Party (other than the U.S. Borrower) may be merged, amalgamated or consolidated with or into a U.S. Credit Party; (bii) any Wholly-Owned Foreign Subsidiary of the U.S. Borrower may merge or amalgamate with any other Wholly-Owned Foreign Subsidiary of the Borrower; (i) any Wholly-Owned Domestic Subsidiary of the Borrower may merge into the Person such Wholly-Owned Domestic Subsidiary was formed to acquire in connection with an acquisition permitted by Section 10.3(c) (provided that, after giving effect to such acquisition, such Person shall be a Permitted Acquisition; Wholly-Owned Domestic Subsidiary and shall comply with the requirements set forth in Section 8.11) and (cii) any Wholly-Owned Foreign Subsidiary of the U.S. Borrower may merge or amalgamate into any the Person pursuant to an Asset Disposition of all of the assets of such Wholly-Owned Foreign Subsidiary was formed to acquire in connection with an acquisition permitted pursuant to by Section 10.510.3(c); and (d) any Subsidiary of the U.S. Borrower (other than the Borrower) may wind-up, liquidate or dissolve; provided that (i) its assets are transferred to the U.S. Borrower or any Wholly-Owned Domestic Subsidiary of the U.S. Borrower may wind-up into the Borrower or any other Wholly-Owned Domestic Subsidiary of the Borrower and (ii) if such any Wholly-Owned Foreign Subsidiary is (A) a U.S. of the Borrower may wind-up into any other Wholly-Owned Foreign Subsidiary Guarantor then of the transferee shall be a U.S. Credit Party and (B) a Guarantor (other than the U.S. Borrower) then the transferee shall be a Credit Party.

Limitations on Mergers and Liquidation. Merge, amalgamate, 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) any Wholly-Owned Subsidiary of the U.S. Borrower may be merged, amalgamated merge with the Borrower or consolidated with or into: (i) the U.S. Borrower (provided that the continuing or surviving Person shall be the U.S. Borrower); or (ii) any other Wholly-Owned Restricted Subsidiary of the U.S. Borrower (provided Borrower; PROVIDED that the continuing or surviving Person shall (A) be a U.S. Subsidiary Guarantor in the case of a merger, amalgamation or consolidation involving a U.S. Subsidiary Guarantor, (B) include the Borrower in the case of a merger, amalgamation or consolidation involving the Borrower or (C) subject to clauses (i) in any merger involving the Borrower, the Borrower shall be the surviving entity and (ii)(Bii) above, be a Guarantor in the case of a merger, amalgamation or consolidation any merger involving a Guarantor); provided further that no U.S. Credit Party may Restricted Subsidiary, the Restricted Subsidiary shall be merged, amalgamated or consolidated with or into a Credit Party (other than the U.S. Borrower) and no Credit Party (other than the U.S. Borrower) may be merged, amalgamated or consolidated with or into a U.S. Credit Partysurviving entity; (b) any Wholly-Owned Subsidiary of the U.S. Borrower may merge or amalgamate into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted AcquisitionAcquisition (and, in the case of any merger involving a Restricted Subsidiary, such Person is or becomes a Restricted Subsidiary); (c) any Wholly-Owned Subsidiary of the U.S. Borrower may merge wind-up into the Borrower or amalgamate into any Person pursuant to an Asset Disposition of all of the assets of such other Wholly-Owned Restricted Subsidiary permitted pursuant to Section 10.5of the Borrower; and (d) any Subsidiary of the U.S. Borrower (other than IDT Merger; PROVIDED, that prior to or upon the Borrower) may wind-up, liquidate or dissolve; provided that consummation thereof: (i) its assets are transferred each of the conditions to the U.S. Borrower or any Wholly-Owned Subsidiary consummation of the U.S. Borrower and IDT Merger shall have been satisfied or waived (with the consent of the Administrative Agent, such consent not to be unreasonably withheld); (ii) if such Subsidiary is no Default or Event of Default shall have occurred and be continuing or would be in existence after giving effect to the consummation of the IDT Merger; (iii) the Administrative Agent shall be satisfied that no material adverse change has occurred in the business, properties, prospects, operations or condition (financial or otherwise) of (A) the Borrower and its Subsidiaries, taken as a U.S. Subsidiary Guarantor then the transferee shall be a U.S. Credit Party and whole, or (B) IDT and its Subsidiaries, taken as a Guarantor whole; and (iv) the representations and warranties contained in Article VII and in the other than the U.S. Borrower) then the transferee Loan Documents shall be a Credit Partytrue and correct on and as of the date of consummation of the IDT Merger and after giving effect to the IDT Merger, in each case with the same effect as if made on and as of such date.

Limitations on Mergers and Liquidation. Merge, amalgamate, 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) any Wholly-Owned Subsidiary of may merge with the U.S. Borrower may be merged, amalgamated or consolidated with or into: any Restricted Subsidiary; provided that (i) in any merger involving the U.S. Borrower, the Borrower (provided that the continuing or surviving Person shall be the U.S. Borrower); or surviving entity, (ii) in any other Wholly-Owned Subsidiary of the U.S. Borrower (provided that the continuing or surviving Person shall (A) be merger involving a U.S. Subsidiary Guarantor (and not involving the Borrower), a Subsidiary Guarantor shall be the surviving entity and (iii) in the case of a merger, amalgamation or consolidation any merger involving a U.S. Restricted Subsidiary Guarantor, (B) include the Borrower in the case of a merger, amalgamation or consolidation and not involving the Borrower or (C) subject to clauses (i) and (ii)(B) above, be a Guarantor in the case of a merger, amalgamation or consolidation involving a Subsidiary Guarantor); provided further that no U.S. Credit Party may , a Restricted Subsidiary shall be merged, amalgamated or consolidated with or into a Credit Party (other than the U.S. Borrower) and no Credit Party (other than the U.S. Borrower) may be merged, amalgamated or consolidated with or into a U.S. Credit Partysurviving entity; (b) any Wholly-Owned Subsidiary of the U.S. Borrower may merge or amalgamate into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted AcquisitionAcquisition (and, in the case of any merger involving a Restricted Subsidiary, such Person is or becomes a Restricted Subsidiary); (c) any WhollySubsidiary may wind-Owned up into the Borrower or any Subsidiary of the U.S. Borrower may merge or amalgamate into any Person pursuant to an Asset Disposition of all of the assets of such Wholly-Owned Subsidiary permitted pursuant to Section 10.5Guarantor; and (d) any Subsidiary of the U.S. Borrower (other than ESSI Merger; provided, that prior to or upon the Borrower) may wind-up, liquidate or dissolve; provided that consummation thereof: (i) its assets are transferred each of the conditions to the U.S. Borrower or any Wholly-Owned Subsidiary consummation of the U.S. Borrower and ESSI Merger shall have been satisfied or waived (with the consent of the Administrative Agent, such consent not to be unreasonably withheld); (ii) if such Subsidiary is no Default or Event of Default shall have occurred and be continuing or would be in existence after giving effect to the consummation of the ESSI Merger; (iii) the Administrative Agent shall be satisfied that no material adverse change has occurred in the business, properties, prospects, operations or condition (financial or otherwise) of (A) the Borrower and its Subsidiaries, taken as a U.S. Subsidiary Guarantor then the transferee shall be a U.S. Credit Party and whole, or (B) ESSI and its Subsidiaries, taken as a Guarantor whole; and (iv) the representations and warranties contained in Article VII and in the other than the U.S. Borrower) then the transferee Loan Documents shall be a Credit Partytrue and correct on and as of the date of consummation of the ESSI Merger and after giving effect to the ESSI Merger, in each case with the same effect as if made on and as of such date.

Limitations on Mergers and Liquidation. Merge, amalgamateconsolidate, consolidate amalgamate or enter into any similar combination with (including by division) any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except: (a) any Wholly-Owned Subsidiary of the U.S. Borrower (other than a Subsidiary that is a Revolving Subsidiary Borrower) may be merged, consolidated or amalgamated or consolidated with or into: into (i) the U.S. Borrower, so long as such Borrower shall be the continuing or surviving Person (provided provided, that in no event shall a Domestic Subsidiary of the Borrower be merged, consolidated or amalgamated with or into a Revolving Subsidiary Borrower) or (ii) any Guarantor, so long as (A) the Guarantor shall be the continuing or surviving Person or (B) the continuing or surviving Person shall be the U.S. Borrower); or (ii) any other Wholly-Owned Subsidiary of the U.S. Borrower (provided that the continuing or surviving Person shall (A) be become a U.S. Subsidiary Guarantor in the case of a merger, amalgamation or consolidation involving a U.S. Subsidiary Guarantor, (B) include and the Borrower shall comply with Section 6.14 in the case of a merger, amalgamation or consolidation involving the Borrower or (C) subject to clauses (i) and (ii)(B) above, be a Guarantor in the case of a merger, amalgamation or consolidation involving a Guarantor); provided further that no U.S. Credit Party may be merged, amalgamated or consolidated with or into a Credit Party (other than the U.S. Borrower) and no Credit Party (other than the U.S. Borrower) may be merged, amalgamated or consolidated with or into a U.S. Credit Partyconnection therewith; (b) any Wholly-Owned Subsidiary (other than a Revolving Subsidiary Borrower) may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation, division or otherwise) to the Borrower or any other Wholly-Owned Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor; (c) any Wholly-Owned Subsidiary of the U.S. Borrower (other than a Revolving Subsidiary Borrower) may merge or amalgamate into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition; (c) any Wholly-Owned Subsidiary of the U.S. Borrower may merge or amalgamate into any Person pursuant to an Asset Disposition of all of the assets of such Wholly-Owned Subsidiary permitted pursuant to Section 10.5; and (d) any Subsidiary of the U.S. Borrower (other than the a Subsidiary that is a Revolving Subsidiary Borrower) may wind-upup or dissolve into the Borrower, liquidate or dissolve; provided that (i) its assets are transferred to the U.S. a Revolving Subsidiary Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower or a Revolving Subsidiary Borrower; provided, that (i) if the Subsidiary subject to such winding up or dissolution is a Guarantor, such Subsidiary shall wind-up or dissolve into the Borrower or another Guarantor and (ii) if such in no event shall a Domestic Subsidiary is (A) a U.S. Subsidiary Guarantor then of the transferee shall be a U.S. Credit Party and (B) a Guarantor (Borrower wind-up or dissolve into any Person other than the U.S. Borrower or another Domestic Subsidiary of the Borrower) then the transferee shall be a Credit Party.

Limitations on Mergers and Liquidation. Merge, amalgamate, 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) any Wholly-Owned Subsidiary of the U.S. Borrower may be merged, amalgamated merged or consolidated with or into: (i) into the U.S. Borrower (provided that the Borrower shall be the continuing or surviving Person shall be the U.S. Borrower); or (iiPerson) or with or into any other Wholly-Owned Subsidiary of the U.S. Borrower Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving Person shall (A) be a U.S. Subsidiary Guarantor in the case of a merger, amalgamation or consolidation involving a U.S. Subsidiary Guarantor, (B) include the Borrower in the case of a merger, amalgamation or consolidation involving the Borrower or (C) subject to clauses (i) and (ii)(B) above, be a Guarantor in the case of a merger, amalgamation or consolidation involving a GuarantorPerson); provided further that no U.S. Credit Party may be merged, amalgamated or consolidated with or into a Credit Party (other than the U.S. Borrower) and no Credit Party (other than the U.S. Borrower) may be merged, amalgamated or consolidated with or into a U.S. Credit Party; (b) any Subsidiary may sell, lease, transfer or otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any Wholly-Owned Subsidiary; provided that if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be the Borrower or a Subsidiary Guarantor; provided, further that if the transferee in such transaction is the Borrower or a Subsidiary Guarantor, the consideration paid or payable in connection with such transaction shall be no more than the fair market value of the assets sold, leased, transferred or otherwise disposed of in connection therewith; (c) any Wholly-Owned Subsidiary of the U.S. Borrower may merge or amalgamate 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 9.10 in connection therewith; (c) any Wholly-Owned Subsidiary of the U.S. Borrower may merge or amalgamate into any Person pursuant to an Asset Disposition of all of the assets of such Wholly-Owned Subsidiary permitted pursuant to Section 10.5; and (d) any Subsidiary of the U.S. Borrower (other than the Borrower) may wind-upup into the Borrower or any Subsidiary Guarantor; provided, liquidate or dissolve; provided that (i) its assets are transferred to in the U.S. case of a merger involving the Borrower or any 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 U.S. Borrower Borrower; and (e) (i) BidCo may consummate the Merger in accordance with the terms of the Acquisition Documents and all applicable laws and (ii) if such Subsidiary is (A) a U.S. Subsidiary Guarantor then Online Resources AcquisitionCo may consummate the transferee shall be a U.S. Credit Party Online Resources Merger in accordance with the Online Resources Acquisition Documents and (B) a Guarantor (other than the U.S. Borrower) then the transferee shall be a Credit Partyall applicable laws.

Limitations on Mergers and Liquidation. Merge, amalgamate, 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 Guarantor may merge with another Subsidiary Guarantor and (ii) any Subsidiary of the Borrower (that is not then a Subsidiary Guarantor) may merge with (A) the Borrower (provided that the Borrower shall be the continuing or surviving Person), (B) a Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving Person) or (C) any Wholly-Owned Subsidiary of the U.S. Borrower may be merged, amalgamated or consolidated with or into: (i) the U.S. Borrower (provided that the continuing or surviving Person shall be the U.S. Borrower); or (ii) any other Wholly-Owned Subsidiary of the U.S. Borrower (provided that the continuing or surviving Person shall (A) be is not then a U.S. Subsidiary Guarantor in the case of a merger, amalgamation or consolidation involving a U.S. Subsidiary Guarantor, (B) include the Borrower in the case of a merger, amalgamation or consolidation involving the Borrower or (C) subject to clauses (i) and (ii)(B) above, be a Guarantor in the case of a merger, amalgamation or consolidation involving a Guarantor); provided further that no U.S. Credit Party may be merged, amalgamated or consolidated with or into a Credit Party (other than the U.S. Borrower) and no Credit Party (other than the U.S. Borrower) may be merged, amalgamated or consolidated with or into a U.S. Credit Party; (b) any Wholly-Owned Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Wholly-Owned Subsidiary (provided that if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be the Borrower or a Subsidiary Guarantor; provided further that any sale, lease, transfer or other disposition by any Subsidiary of the U.S. Borrower that is not a Subsidiary Guarantor to the Borrower or a Subsidiary Guarantor pursuant to this subsection (b) shall not be for more than fair market value); (c) any Wholly-Owned Subsidiary of the Borrower may merge or amalgamate into the Person that such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition; (c) any Wholly-Owned Subsidiary of the U.S. Borrower may merge or amalgamate into any Person pursuant to an Asset Disposition of all of the assets of such Wholly-Owned Subsidiary permitted pursuant to Section 10.5; and (d) any Subsidiary of the U.S. Borrower (other than the Borrower) may wind-up, liquidate up into the Borrower or dissolveany Subsidiary Guarantor; provided that that, in each case noted above, (i) its assets are transferred if the Borrower is party to such transaction, the U.S. Borrower or any Wholly-Owned Subsidiary of shall be the U.S. Borrower and surviving entity, (ii) subject to clause (i) above, if any Subsidiary Guarantor is party to such transaction, such Subsidiary is (A) a U.S. Subsidiary Guarantor then the transferee shall be a U.S. Credit Party the surviving entity and (Biii) a Guarantor (other than the U.S. Borrower) then the transferee no Default or Event of Default shall have occurred or be a Credit Partycontinuing both before and after giving effect to such transaction.

Limitations on Mergers and Liquidation. Merge, amalgamate, 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) any Wholly-Owned Subsidiary of the U.S. Borrower Borrowers (other than the Pledged Foreign Subsidiaries) may be merged, amalgamated or consolidated with or into: (i) the U.S. Borrower (provided that the continuing or surviving Person shall be the U.S. Borrower); or (ii) any other Wholly-Owned Subsidiary of the U.S. Borrower (provided that the continuing or surviving Person shall (A) be a U.S. Subsidiary Guarantor in the case of a merger, amalgamation or consolidation involving a U.S. Subsidiary Guarantor, (B) include the Borrower in the case of a merger, amalgamation or consolidation involving the Borrower or (C) subject to clauses (i) and (ii)(B) above, be a Guarantor in the case of a merger, amalgamation or consolidation involving a Guarantor); provided further that no U.S. Credit Party may be merged, amalgamated merged or consolidated with or into a Credit Party the Borrowers (other than provided that the U.S. BorrowerBorrowers shall be the continuing or surviving Person) and no Credit Party (other than the U.S. Borrower) may be merged, amalgamated or consolidated with or into a U.S. Credit Partyany Subsidiary (provided that the Subsidiary shall be the continuing or surviving Person); (b) any Wholly-Owned Subsidiary of the Borrower (other than the Pledged Foreign Subsidiaries) may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the U.S. Borrower or any other Wholly-Owned Subsidiary (provided that if the transferor in such a transaction is a Subsidiary, then the transferee must either be the U.S. Borrower or a Subsidiary); (c) any Wholly-Owned Subsidiary of the U.S. Borrower (other than the Pledged Foreign Subsidiaries) may merge or amalgamate into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition; (c) any Wholly-Owned Subsidiary of the U.S. Borrower may merge or amalgamate into any Person pursuant to an Asset Disposition of all of the assets of such Wholly-Owned Subsidiary permitted pursuant to Section 10.5; and (d) any Subsidiary of the U.S. a Borrower (other than the BorrowerPledged Foreign Subsidiaries) may wind-up, liquidate up or dissolve; provided that (i) its assets are transferred to dissolve into the U.S. Borrower Borrowers or any Wholly-Owned Subsidiary of the U.S. Borrower and Borrowers (ii) provided that if the Subsidiary subject to such winding up or dissolution is a Subsidiary, such Subsidiary is (A) a U.S. Subsidiary Guarantor then shall wind-up or dissolve into the transferee shall be a U.S. Credit Party and (B) a Guarantor (other than the U.S. Borrower) then the transferee shall be a Credit PartyBorrowers or another Subsidiary).

Limitations on Mergers and Liquidation. Merge, amalgamate, 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) any Wholly-Owned Subsidiary of the U.S. Borrower may be merged, amalgamated merged or consolidated with or into: (i) into the U.S. Borrower (provided that the Borrower shall be the continuing or surviving Person shall be the U.S. Borrower); or (iiPerson) or with or into any other Wholly-Owned Subsidiary of the U.S. Borrower Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving Person shall (A) be a U.S. Subsidiary Guarantor in the case of a merger, amalgamation or consolidation involving a U.S. Subsidiary Guarantor, (B) include the Borrower in the case of a merger, amalgamation or consolidation involving the Borrower or (C) subject to clauses (i) and (ii)(B) above, be a Guarantor in the case of a merger, amalgamation or consolidation involving a GuarantorPerson); provided further that no U.S. Credit Party may be merged, amalgamated or consolidated with or into a Credit Party (other than the U.S. Borrower) and no Credit Party (other than the U.S. Borrower) may be merged, amalgamated or consolidated with or into a U.S. Credit Party; (b) any Wholly-Owned Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Wholly-Owned Subsidiary (provided that if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be the Borrower or a Subsidiary Guarantor); (c) any Wholly-Owned Subsidiary of the U.S. Borrower may merge or amalgamate into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition; (d) any Subsidiary that is not a Subsidiary Guarantor may be merged or consolidated with or into, or sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to, any other Subsidiary that is not a Subsidiary Guarantor; (e) any Target may merge into a Credit Party in connection with a Permitted Acquisition as provided in clause (c) any Wholly-Owned Subsidiary of the U.S. Borrower may merge or amalgamate into any Person pursuant to an Asset Disposition definition of all of the assets of such Wholly-Owned Subsidiary permitted pursuant to Section 10.5“Permitted Acquisition”; and (df) any Subsidiary of the U.S. Borrower (other than the Borrower) may wind-up, liquidate or dissolve; provided that (i) its assets are transferred to up into the U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower and (ii) if such Subsidiary is (A) a U.S. Subsidiary Guarantor then the transferee shall be a U.S. Credit Party and (B) a Guarantor (other than the U.S. Borrower) then the transferee shall be a Credit PartyGuarantor.

Limitations on Mergers and Liquidation. Merge, amalgamate, 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) any Wholly-Owned Subsidiary of the U.S. Parent Borrower (other than a Subsidiary Borrower) may be merged, amalgamated or consolidated with or into: (i) the U.S. Borrower (provided that the continuing or surviving Person shall be the U.S. Borrower); or (ii) any other Wholly-Owned Subsidiary of the U.S. Borrower (provided that the continuing or surviving Person shall (A) be a U.S. Subsidiary Guarantor in the case of a merger, amalgamation or consolidation involving a U.S. Subsidiary Guarantor, (B) include the Borrower in the case of a merger, amalgamation or consolidation involving the Borrower or (C) subject to clauses (i) and (ii)(B) above, be a Guarantor in the case of a merger, amalgamation or consolidation involving a Guarantor); provided further that no U.S. Credit Party may be merged, amalgamated merged or consolidated with or into a Credit Party either Borrower (other than provided that such Borrower shall be the U.S. Borrowercontinuing or surviving Person) and no Credit Party (other than the U.S. Borrower) may be merged, amalgamated or consolidated with or into a U.S. Credit Partyany Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving Person); (b) any Wholly-Subsidiary may sell, lease, transfer or otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or any Wholly Owned Subsidiary; provided that if the transferor in such a transaction is a Subsidiary Borrower or a Subsidiary Guarantor, then the transferee must either be a Borrower or a Subsidiary Guarantor; provided, further that if the transferee in such transaction is either Borrower or a Subsidiary Guarantor, the consideration paid or payable in connection with such transaction shall be no more than the fair market value of the assets sold, leased, transferred or otherwise disposed of in connection therewith; (c) any Wholly Owned Subsidiary of the U.S. Parent Borrower may merge or amalgamate into the Person such Wholly-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 Parent Borrower shall comply with Section 9.10 in connection therewith; (c) any Wholly-Owned Subsidiary of the U.S. Borrower may merge or amalgamate into any Person pursuant to an Asset Disposition of all of the assets of such Wholly-Owned Subsidiary permitted pursuant to Section 10.5; and (d) any Subsidiary of the U.S. Parent Borrower (other than the Borrower) may wind-up, liquidate up into either Borrower or dissolveany Subsidiary Guarantor; provided that (i) its assets are transferred to in the U.S. case of a merger involving either Borrower or any Wholly-a Subsidiary Guarantor, the continuing or surviving Person shall be such Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be a Borrower or a Wholly Owned Subsidiary of the U.S. Parent Borrower; (e) the Parent Borrower and its Subsidiaries may consummate any Corporate Restructuring; and (iif) if such any Subsidiary that is (A) not a U.S. Subsidiary Guarantor then the transferee shall be a U.S. Credit Party and (B) a Guarantor (may merge into any other than the U.S. Borrower) then the transferee shall be Subsidiary that is not a Credit Party.

Limitations on Mergers and Liquidation. Merge, amalgamate, 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) any Wholly-Owned Subsidiary of the U.S. Multicurrency Borrower may be merged, amalgamated merged or consolidated with or into:into another Multicurrency Borrower; (ib) any Subsidiary of the U.S. Canadian Borrower (may be merged or consolidated with or into any Subsidiary Guarantor or a Multicurrency Borrower; provided that in the event of a merger or consolidation involving a Multicurrency Borrower, the Multicurrency Borrower shall be the continuing or surviving Person and in the event of a merger or consolidation not involving a Multicurrency Borrower but involving a Subsidiary Guarantor, a Subsidiary Guarantor shall be the U.S. Borrowersurviving person, provided further that in the event of a merger or consolidation of more than one Subsidiary Guarantor, a Subsidiary Guarantor that is a Full Credit Party (if any) shall be the continuing and surviving Person); or; (iic) any Subsidiary of the Canadian Borrower may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to a Multicurrency Borrower or any other Wholly-Owned Subsidiary of the U.S. Borrower (Subsidiary; provided that if the continuing or surviving Person shall (A) transferor in such a transaction is a Full Credit Party, then the transferee must be a U.S. Subsidiary Guarantor in the case of a merger, amalgamation or consolidation involving a U.S. Subsidiary Guarantor, (B) include the Borrower in the case of a merger, amalgamation or consolidation involving the Borrower or (C) subject to clauses (i) and (ii)(B) above, be a Guarantor in the case of a merger, amalgamation or consolidation involving a Guarantor)Full Credit Party; provided further that no U.S. Credit Party may be mergedany sale, amalgamated lease, transfer or consolidated with or into other disposition by any Subsidiary of the Canadian Borrower that is not a Credit Party (other than the U.S. Borrower) and no to a transferee which is a Credit Party pursuant to this subsection (other c) shall not be for more than the U.S. Borrower) may be merged, amalgamated or consolidated with or into a U.S. Credit Partyfair market value; (bd) any Wholly-Owned Subsidiary of the U.S. Canadian Borrower (other than a Borrower) may merge with or amalgamate into the any Person such Wholly-Owned Subsidiary was formed to acquire acquired in connection with a Permitted Acquisition; (c) any Wholly-Owned Subsidiary of the U.S. Borrower may merge or amalgamate into any Person pursuant to an Asset Disposition of all of the assets of such Wholly-Owned Subsidiary permitted pursuant to Section 10.5; and (d) any Subsidiary of the U.S. Borrower (other than the Borrower) may wind-up, liquidate or dissolve; provided that (i) the Canadian Borrower and its assets are transferred to the U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower Subsidiaries shall comply with Section 9.11 and (ii) if such the surviving Person is a Wholly-Owned Subsidiary; provided further that in the event of a merger involving a Subsidiary is (A) Guarantor, a U.S. Subsidiary Guarantor then the transferee shall be a U.S. the surviving person; (e) any Restricted Subsidiary of the Canadian Borrower may merge or combine with any Full Credit Party and pursuant to disposition permitted by Section 11.5; (Bf) any Restricted Subsidiary of the Canadian Borrower may merge or combine with any Person pursuant to a Guarantor disposition of all of such Restricted Subsidiary's assets pursuant to a disposition permitted by Section 11.5(g); (g) any Restricted Subsidiary of the Canadian Borrower (other than the U.S. a Multicurrency Borrower) then may wind up into a Full Credit Party; and (h) any Restricted Subsidiary of the transferee shall Canadian Borrower that is not a Credit Party may be merged into another Restricted Subsidiary that is not a Credit Party.

Limitations on Mergers and Liquidation. Merge, amalgamate, 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) any Wholly-Owned Subsidiary of the U.S. Borrower Borrowers (other than the Pledged Foreign Subsidiaries) may be merged, amalgamated or consolidated with or into: (i) the U.S. Borrower (provided that the continuing or surviving Person shall be the U.S. Borrower); or (ii) any other Wholly-Owned Subsidiary of the U.S. Borrower (provided that the continuing or surviving Person shall (A) be a U.S. Subsidiary Guarantor in the case of a merger, amalgamation or consolidation involving a U.S. Subsidiary Guarantor, (B) include the Borrower in the case of a merger, amalgamation or consolidation involving the Borrower or (C) subject to clauses (i) and (ii)(B) above, be a Guarantor in the case of a merger, amalgamation or consolidation involving a Guarantor); provided further that no U.S. Credit Party may be merged, amalgamated merged or consolidated with or into a Credit Party the Borrowers (other than provided that the U.S. BorrowerBorrowers shall be the continuing or surviving Person) and no Credit Party (other than the U.S. Borrower) may be merged, amalgamated or consolidated with or into a U.S. Credit Partyany Subsidiary (provided that the Subsidiary shall be the continuing or surviving Person); (b) any Wholly-Owned Subsidiary of the a Borrower (other than the Pledged Foreign Subsidiaries) may sell, lease, transfer or otherwise dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the U.S. Borrower or any other Wholly-Owned Subsidiary (provided that if the transferor in such a transaction is a Subsidiary, then the transferee must either be the U.S. Borrower or a Subsidiary); (c) any Wholly-Owned Subsidiary of the U.S. Borrower (other than the Pledged Foreign Subsidiaries) may merge or amalgamate into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition; (c) any Wholly-Owned Subsidiary of the U.S. Borrower may merge or amalgamate into any Person pursuant to an Asset Disposition of all of the assets of such Wholly-Owned Subsidiary permitted pursuant to Section 10.5; and (d) any Subsidiary of the U.S. a Borrower (other than the BorrowerPledged Foreign Subsidiaries) may wind-up, liquidate up or dissolve; provided that (i) its assets are transferred to dissolve into the U.S. Borrower Borrowers or any Wholly-Owned Subsidiary of the U.S. Borrower and Borrowers (ii) provided that if the Subsidiary subject to such winding up or dissolution is a Subsidiary, such Subsidiary is (A) a U.S. Subsidiary Guarantor then shall wind-up or dissolve into the transferee shall be a U.S. Credit Party and (B) a Guarantor (other than the U.S. Borrower) then the transferee shall be a Credit PartyBorrowers or another Subsidiary).

Limitations on Mergers and Liquidation. Merge, amalgamate, 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) any Wholly-Owned Subsidiary of the U.S. Parent Borrower (other than the Subsidiary Borrower) may be merged, amalgamated or consolidated with or into: (i) the U.S. Borrower (provided that the continuing or surviving Person shall be the U.S. Borrower); or (ii) any other Wholly-Owned Subsidiary of the U.S. Borrower (provided that the continuing or surviving Person shall (A) be a U.S. Subsidiary Guarantor in the case of a merger, amalgamation or consolidation involving a U.S. Subsidiary Guarantor, (B) include the Borrower in the case of a merger, amalgamation or consolidation involving the Borrower or (C) subject to clauses (i) and (ii)(B) above, be a Guarantor in the case of a merger, amalgamation or consolidation involving a Guarantor); provided further that no U.S. Credit Party may be merged, amalgamated merged or consolidated with or into a Credit Party either Borrower (other than provided that such Borrower shall be the U.S. Borrowercontinuing or surviving Person) and no Credit Party (other than the U.S. Borrower) may be merged, amalgamated or consolidated with or into a U.S. Credit Partyany Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving Person); (b) any Wholly-Subsidiary may sell, lease, transfer or otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or any Wholly Owned Subsidiary; provided that if the transferor in such a transaction is the Subsidiary Borrower or a Subsidiary Guarantor, then the transferee must either be a Borrower or a Subsidiary Guarantor; provided, further that if the transferee in such transaction is either Borrower or a Subsidiary Guarantor, the consideration paid or payable in connection with such transaction shall be no more than the fair market value of the assets sold, leased, transferred or otherwise disposed of in connection therewith; (c) any Wholly Owned Subsidiary of the U.S. Parent Borrower may merge or amalgamate into the Person such Wholly-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 Parent Borrower shall comply with Section 9.10 in connection therewith; (c) any Wholly-Owned Subsidiary of the U.S. Borrower may merge or amalgamate into any Person pursuant to an Asset Disposition of all of the assets of such Wholly-Owned Subsidiary permitted pursuant to Section 10.5; and (d) any Subsidiary of the U.S. Parent Borrower (other than the Borrower) may wind-up, liquidate up into either Borrower or dissolveany Subsidiary Guarantor; provided that (i) its assets are transferred to in the U.S. case of a merger involving either Borrower or any Wholly-a Subsidiary Guarantor, the continuing or surviving Person shall be such Borrower or such Subsidiary Guarantor and (ii) the continuing or surviving Person shall be a Borrower or a Wholly Owned Subsidiary of the U.S. Parent Borrower; (e) the Parent Borrower and its Subsidiaries may consummate any Corporate Restructuring; and (iif) if such any Subsidiary that is (A) not a U.S. Subsidiary Guarantor then the transferee shall be a U.S. Credit Party and (B) a Guarantor (may merge into any other than the U.S. Borrower) then the transferee shall be Subsidiary that is not a Credit Party.

Limitations on Mergers and Liquidation. Merge, amalgamateconsolidate, consolidate amalgamate or enter into any similar combination with (including by division) any other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except: (a) a. any Wholly-Owned Subsidiary of the U.S. Borrower (other than a Subsidiary that is a Revolving Subsidiary Borrower) may be merged, consolidated or amalgamated or consolidated with or into: into (i) the U.S. Borrower, so long as such Borrower shall be the continuing or surviving Person (provided provided, that in no event shall a Domestic Subsidiary of the Borrower be merged, consolidated or amalgamated with or into a Revolving Subsidiary Borrower) or (ii) any Guarantor, so long as (A) the Guarantor shall be the continuing or surviving Person or (B) the continuing or surviving Person shall be become a Guarantor and the U.S. Borrower shall comply with Section 6.14 in connection therewith; b. any Wholly-Owned Subsidiary (other than a Revolving Subsidiary Borrower); or ) may sell, lease, transfer or otherwise dispose of any or all of its assets (iiupon voluntary liquidation, division or otherwise) to the Borrower or any other Wholly-Owned Subsidiary of the U.S. Borrower (Subsidiary; provided that if the continuing or surviving Person shall (A) be transferor in such a U.S. Subsidiary Guarantor in the case of transaction is a merger, amalgamation or consolidation involving a U.S. Subsidiary Guarantor, (B) include then the Borrower in the case of a merger, amalgamation or consolidation involving transferee must either be the Borrower or (C) subject to clauses (i) and (ii)(B) above, be a Guarantor in the case of a merger, amalgamation or consolidation involving a Guarantor); provided further that no U.S. Credit Party may be merged, amalgamated or consolidated with or into a Credit Party (other than the U.S. Borrower) and no Credit Party (other than the U.S. Borrower) may be merged, amalgamated or consolidated with or into a U.S. Credit Party; (b) c. any Wholly-Owned Subsidiary of the U.S. Borrower (other than a Revolving Subsidiary Borrower) may merge or amalgamate into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with a Permitted Acquisition; (c) any Wholly-Owned Subsidiary of the U.S. Borrower may merge or amalgamate into any Person pursuant to an Asset Disposition of all of the assets of such Wholly-Owned Subsidiary permitted pursuant to Section 10.5; and (d) d. any Subsidiary of the U.S. Borrower (other than the a Subsidiary that is a Revolving Subsidiary Borrower) may wind-upup or dissolve into the Borrower, liquidate or dissolve; provided that (i) its assets are transferred to the U.S. a Revolving Subsidiary Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower or a Revolving Subsidiary Borrower; provided, that (i) if the Subsidiary subject to such winding up or dissolution is a Guarantor, such Subsidiary shall wind-up or dissolve into the Borrower or another Guarantor and (ii) if such in no event shall a Domestic Subsidiary is (A) a U.S. Subsidiary Guarantor then of the transferee shall be a U.S. Credit Party and (B) a Guarantor (Borrower wind-up or dissolve into any Person other than the U.S. Borrower or another Domestic Subsidiary of the Borrower) then the transferee shall be a Credit Party.