Common use of Limitations on Mergers and Liquidation Clause in Contracts

Limitations on Mergers and Liquidation. 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 Subsidiary of any Borrower may merge with the Company, such Borrower or any other Subsidiary of such Borrower; provided that in any merger involving the Company or a Borrower, the Company or such Borrower shall be the surviving entity; (b) any Wholly-Owned Subsidiary of any Borrower may merge into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with an acquisition permitted by Section 10.3(c); and (c) any Wholly-Owned Subsidiary of any Borrower may wind-up into such Borrower or any other Wholly-Owned Subsidiary of such Borrower.

Limitations on Mergers and Liquidation. 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 Subsidiary of any Borrower may merge with the Company, such Borrower or any other Subsidiary of such Borrower; provided that in any merger involving the Company or a Borrower, the Company or such Borrower shall be the surviving entity; (b) any Wholly-Wholly Owned Subsidiary of any Borrower may merge into the Person such Wholly-Wholly Owned Subsidiary was formed to acquire in connection with an acquisition permitted by Section 10.3(c11.3(c); and (c) any Wholly-Wholly Owned Subsidiary of any Borrower may wind-up into such Borrower or any other Wholly-Wholly Owned Subsidiary of such Borrower.

Limitations on Mergers and Liquidation. 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 any Borrower may merge with the Company, such Borrower or any other Wholly-Owned Subsidiary of such any Borrower; provided that in any merger involving the Company or a Borrower, the Company or such Borrower shall be the surviving entity; (b) any Wholly-Owned Subsidiary of any Borrower may merge into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with an acquisition permitted by Section 10.3(c)10.4(c) hereof; and (c) any Wholly-Owned Subsidiary of any Borrower may wind-up into such any Borrower or any other Wholly-Owned Subsidiary of such any Borrower.

Limitations on Mergers and Liquidation. 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 any the Borrower may merge with any other Wholly-Owned Subsidiary of the CompanyBorrower; provided, that, if any such Subsidiary is a Guarantor, such Borrower or any other Subsidiary of such Borrower; provided that in any merger involving the Company or a Borrower, the Company or such Borrower Guarantor shall be the surviving entity; (b) any Wholly-Owned Subsidiary of any Borrower may merge into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with an acquisition permitted by Section 10.3(c10.4(d); and (c) any Wholly-Owned Subsidiary of any the Borrower may wind-up into such the Borrower or any other Wholly-Owned Subsidiary of such the Borrower.

Limitations on Mergers and Liquidation. Merge, consolidate or enter into any similar combination with any -65- 71 other Person or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) except: (a) any Wholly-Owned Subsidiary of any the Borrower may merge with the Company, such Borrower or any other Wholly-Owned Subsidiary of such the Borrower; provided that in any the survivor of such merger involving the Company is or becomes a Borrower, the Company or such Borrower shall be the surviving entityGuarantor; (b) any Wholly-Owned Subsidiary of the Borrower may merge with the Borrower; provided that the survivor of such merger is the Borrower; and (c) any Borrower Wholly-Owned Subsidiary may merge into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with an acquisition permitted by Section 10.3(c10.4(c); and (c) any Wholly-Owned Subsidiary of any Borrower may wind-up into such Borrower or any other Wholly-Owned Subsidiary provided that the survivor of such Borrowermerger is or becomes a Guarantor.

Limitations on Mergers and Liquidation. 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 any the Borrower may merge with any other Wholly-Owned Subsidiary of the CompanyBorrower; provided, that if any such Subsidiary is a Subsidiary Guarantor, such Borrower or any other Subsidiary of such Borrower; provided that in any merger involving the Company or a Borrower, the Company or such Borrower Guarantor shall be the surviving entity;. (b) any Wholly-Owned Subsidiary of any the Borrower may merge into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with an acquisition permitted by Section 10.3(c10.4(c); and (c) any Wholly-Owned Subsidiary of any the Borrower may wind-up into such Borrower or any other Wholly-Owned Subsidiary of such the Borrower.

Limitations on Mergers and Liquidation. 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 Subsidiary of any Borrower may merge with the Company, such Borrower or any other Subsidiary of such Borrower; provided that in any merger involving the Company or a Borrower, the Company or such Borrower shall be the surviving entity; (b) any Wholly-Wholly Owned Subsidiary of any Borrower may merge into the Person such Wholly-Wholly Owned Subsidiary was formed to acquire in connection with an acquisition permitted by Section 10.3(c); and (c) any Wholly-Wholly Owned Subsidiary of any Borrower may wind-up into such Borrower or any other Wholly-Wholly Owned Subsidiary of such Borrower.

Limitations on Mergers and Liquidation. 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 any the Borrower may merge with the Company, such Borrower or any other Wholly-Owned Subsidiary of such the Borrower; provided that, to the extent that in any merger involving either such Wholly-Owned Subsidiary of the Company or Borrower is a BorrowerGuarantor, the Company or such Borrower surviving entity shall be the surviving entitya Guarantor; (b) any Wholly-Owned Subsidiary of any Borrower may merge into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with an acquisition permitted by Section 10.3(c10.4(c); and (c) any Wholly-Owned Subsidiary of any the Borrower may merge or wind-up into such the Borrower or any other Wholly-Owned Subsidiary of such the Borrower.

Limitations on Mergers and Liquidation. 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 any the Borrower may merge with the Company, such Borrower or any other Wholly-Owned Subsidiary of such Borrower; provided that in any merger involving the Company or Borrower which is also a Borrower, the Company or such Borrower shall be the surviving entityGuarantor; (b) any Wholly-Owned Subsidiary of any Borrower may merge into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with an acquisition permitted consented by Lender in accordance with Section 10.3; provided that the Person surviving such merger (i) is a Wholly-Owned Subsidiary -------- and (ii) executes and delivers all instruments, documents and agreements required by Section 10.3(c)8.12 hereof; and (c) any Wholly-Owned Subsidiary of any the Borrower may wind-up into such the Borrower or any other Wholly-Owned Subsidiary of such Borrowerthe Borrower which is a Guarantor.

Limitations on Mergers and Liquidation. 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 Subsidiary of any Borrower may merge with the Company, such Borrower or any other Subsidiary of such Borrower; provided that in any merger involving the Company or a Borrower, the Company or such Borrower shall be the surviving entity; (b) any Wholly-Owned Subsidiary of any Borrower may merge into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with an acquisition permitted by Section 10.3(c11.3(c); and (c) any Wholly-Owned Subsidiary of any Borrower may wind-up into such Borrower or any other Wholly-Owned Subsidiary of such Borrower.

Limitations on Mergers and Liquidation. 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 Borrower or Wholly-Owned Subsidiary of any Borrower may merge with the Company, such any Borrower or any other Wholly-Owned Subsidiary of such any Borrower; provided provided, that in any the case of a merger involving the Company or with a Borrower, the Company or such Borrower shall be the surviving entity; (b) any Wholly-Owned Subsidiary of any Borrower may merge into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with an acquisition permitted by Section 10.3(c11.4(c); and (c) any Wholly-Owned Subsidiary of any Borrower may wind-up into such any Borrower or any other Wholly-Owned Subsidiary of such any Borrower.