Common use of Liquidation, Merger or Consolidation Clause in Contracts

Liquidation, Merger or Consolidation. EnergySolutions, Parent and Holdco each shall not, and shall cause each of their respective Subsidiaries not to, at any time liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up, or enter into any merger or consolidation; provided that if no Default then exists or would be caused thereby, the following such transactions are permitted: (i) a merger or consolidation among EnergySolutions and one or more of its Subsidiaries that is a wholly-owned Subsidiary Guarantor, provided EnergySolutions is the surviving Person; (ii) a merger or consolidation among Duratek and one or more of its Subsidiaries that is a wholly-owned Subsidiary Guarantor, provided Duratek is the surviving Person; (iii) a merger or consolidation between or among two or more Subsidiaries; provided that if any of the entities is a Subsidiary Guarantor, the surviving entity shall be a Subsidiary Guarantor; (iii) an Acquisition permitted hereunder effected by a merger or consolidation in which EnergySolutions or a Subsidiary is the surviving Person; (iv) a liquidation or dissolution of one or more Subsidiaries into its or their parent entity (provided EnergySolutions or one of the Subsidiaries is such parent entity), (v) any transaction or series of related transactions whereby EnergySolutions becomes a corporation organized under the laws of the State of Delaware or the State of Utah, so long as, following such transaction or transactions, no Person other than Holdco has an economic or voting interest in EnergySolutions and (vi) the IPO Reorganization; provided that, at least ten (10) days prior to executing any transaction or transactions permitted by clause (v) of this Section 7.4(b), EnergySolutions shall provide written notice to the Collateral Agent and shall execute any amendment to the Loan Documents reasonably requested by the Collateral Agent to maintain a valid and perfected first priority security interest in the Collateral in favor of the Collateral Agent, for itself and for the ratable benefit of the Secured Parties, securing, in accordance with the terms of the Security Documents, the outstanding Secured Obligations. Notwithstanding anything to the contrary in any Loan Document (other than this Agreement), any reorganization permitted pursuant to clause (v) of this Section 7.4(b) shall be deemed not to be a breach of any representation or warranty in any Loan Document (other than this Agreement), so long as EnergySolutions complies with the notification and documentation requirements in such clause (v). Notwithstanding anything to the contrary contained above, Parent must at all times after the IPO Reorganization directly or indirectly own 100% of the Equity Interests of each of EnergySolutions and Duratek.

Liquidation, Merger or Consolidation. EnergySolutions, Parent and Holdco EnergySolutions each shall not, and shall cause each not permit any of their respective Subsidiaries not (other than any Special Purpose Subsidiary) to, at any time liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up, or enter into any merger or consolidation; provided that if no Default then exists or would be caused therebyresult therefrom, the following such transactions are permitted: (i) a merger or consolidation among EnergySolutions and one or more of its Subsidiaries that is a wholly-owned Subsidiary Guarantor, provided that EnergySolutions is the surviving Person; (ii) a merger or consolidation among Duratek and one or more of its Subsidiaries that is a wholly-owned Subsidiary Guarantor, provided Duratek is the surviving Person; (iii) a merger or consolidation between or among two or more Subsidiaries; , provided that if any of the entities is a Subsidiary Guarantor, the surviving entity shall be a Subsidiary Guarantor; (iii) subject to clauses (i) and (ii) above, an Acquisition permitted hereunder effected by a merger or consolidation in which EnergySolutions EnergySolutions, a Subsidiary or an entity that becomes a Subsidiary is the surviving Person; (iv) a liquidation or dissolution of one or more Subsidiaries into its or their parent entity (entity, provided that EnergySolutions or one of the its Subsidiaries (other than any Special Purpose Subsidiary is such parent entity), ; and (v) any transaction or series of related transactions whereby EnergySolutions becomes a corporation organized under the laws of the State of Delaware or the State of Utah, so long as, following such transaction or transactions, no Person other than Holdco Parent has an economic or voting interest in EnergySolutions and (vi) the IPO Reorganization; EnergySolutions, provided that, that at least ten (10) 10 days prior to executing any transaction or transactions permitted by clause (v) of this Section 7.4(b), EnergySolutions shall provide written notice to the Collateral Administrative Agent and shall execute any amendment to the Loan Documents reasonably requested by the Collateral Administrative Agent to maintain a valid and perfected first priority security interest in so that the Collateral in favor of the Collateral Agent, for itself and for the ratable benefit of the Secured Parties, securing, in accordance with the terms of the Security Documents, the outstanding Secured ObligationsGuarantee Requirement shall be and remain satisfied. Notwithstanding anything to the contrary in any Loan Document (other than this Agreement), any reorganization permitted pursuant to clause (v) of this Section 7.4(b) shall be deemed not to be a breach of any representation or warranty in any Loan Document (other than this Agreement)Document, so long as EnergySolutions complies with the notification and documentation requirements in such clause (v). Notwithstanding anything to the contrary contained above, Parent EnergySolutions must at all times after the IPO Reorganization directly or indirectly own 100% be a wholly owned Subsidiary of the Equity Interests of each of EnergySolutions and DuratekParent.

Liquidation, Merger or Consolidation. EnergySolutionsNo Company will dissolve or liquidate, Parent and Holdco each shall notor consolidate with or merge with or into any person, and shall cause each of their respective Subsidiaries not tofirm, at any time liquidate corporation or dissolve itself (or suffer any liquidation or dissolution) entity or otherwise wind upeffect any business combination with any person, firm, corporation or enter into any merger or consolidation; provided entity except that if no Default then exists or would be caused thereby, the following such transactions are permitted: this Section 7.07 shall not prohibit: (i) a any (A) merger or consolidation among EnergySolutions and one or more of its involving only Subsidiaries that is (including, without limitation, any acquired in a wholly-owned Subsidiary Guarantor, provided EnergySolutions is the surviving Person; (ii) a merger or consolidation among Duratek and one or more of its Subsidiaries that is a wholly-owned Subsidiary Guarantor, provided Duratek is the surviving Person; (iii) a merger or consolidation between or among two or more Subsidiaries; provided that if any of the entities is a Subsidiary Guarantor, the surviving entity shall be a Subsidiary Guarantor; (iii) an Acquisition permitted hereunder effected by a merger or consolidation in which EnergySolutions or a Subsidiary is the surviving Person; (iv) a liquidation or dissolution of one or more Subsidiaries into its or their parent entity (provided EnergySolutions or one of the Subsidiaries is such parent entity), (v) any contemporaneous transaction or series of related transactions whereby EnergySolutions becomes a corporation organized under the laws of the State of Delaware or the State of Utah, so long as, following such transaction or transactions, no Person other than Holdco has an economic or voting interest in EnergySolutions and (vi) the IPO Reorganization; provided that, at least ten (10) days prior to executing any transaction or transactions permitted by clause (vii) of this Section 7.4(b7.07), EnergySolutions shall provide written notice to the Collateral Agent and shall execute any amendment to the Loan Documents reasonably requested by the Collateral Agent to maintain PROVIDED FURTHER, that a valid and perfected first priority security interest in the Collateral in favor of the Collateral Agent, for itself and for the ratable benefit of the Secured Parties, securing, in accordance with the terms of the Security Documents, the outstanding Secured Obligations. Notwithstanding anything to the contrary in any Loan Document Wholly-owned Subsidiary (other than this Agreement)CHD, any reorganization permitted pursuant unless the CHD Guaranty Documents shall have theretofore been duly executed and delivered to clause (v) of this Section 7.4(bthe Banks and the Agent) shall be deemed not to be a breach the surviving or resulting entity in the case of any representation such merger or warranty consolidation involving a Wholly-owned Subsidiary, or (B) merger involving only the Parent and its Subsidiaries in which the Parent is the surviving corporation, or any Loan Document dissolution and liquidation of a Subsidiary (other than this AgreementALTEC unless the CHD Guaranty Documents shall have theretofore been duly executed and delivered to the Banks and the Agent), so long as EnergySolutions complies with or any transfer of the notification and documentation requirements in such clause (v). Notwithstanding anything assets of a subsidiary to the contrary contained aboveParent or to a Wholly-owned Subsidiary (other than CHD, Parent must at unless the CHD Guaranty Documents shall have theretofore been duly executed and delivered to the Banks and the Agent). (ii) any transaction (other than any to which CHD is a party, unless the CHD Guaranty Documents shall have theretofore been duly executed and delivered to the Banks and the Agent) unless the aggregate of all times after considerations received, paid or otherwise given, and Liabilities assumed, by the IPO Reorganization directly or indirectly own 100% of Companies in all such transactions and any transaction permitted as an exception to Section 7.11 during any Four-Quarter Period would exceed five hundred thousand dollars ($500,000); or (iii) the Equity Interests of each of EnergySolutions and DuratekCryenco Acquisition.

Liquidation, Merger or Consolidation. EnergySolutions, Parent and Holdco each shall not, and shall cause each of their respective Subsidiaries not to, at any time liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up, or enter into any merger or consolidation; provided that if no Default then exists or would be caused thereby, the following such transactions are permitted: (i) a merger or consolidation among EnergySolutions and one or more of its Subsidiaries that is a wholly-owned Subsidiary Guarantor, provided EnergySolutions is the surviving Person; (ii) a merger or consolidation among Duratek and one or more of its Subsidiaries that is a wholly-owned Subsidiary Guarantor, provided Duratek is the surviving Person; (iii) a merger or consolidation between or among two or more Subsidiaries; provided that if any of the entities is a Subsidiary Guarantor, the surviving entity shall be a Subsidiary Guarantor; (iii) an Acquisition permitted hereunder effected by a merger or consolidation in which EnergySolutions or a Subsidiary is the surviving Person; (iv) a liquidation or dissolution of one or more Subsidiaries into its or their parent entity (provided EnergySolutions or one of the Subsidiaries is such parent entity), (v) any transaction or series of related transactions whereby EnergySolutions becomes a corporation organized under the laws of the State of Delaware or the State of Utah, so long as, following such transaction or transactions, no Person other than Holdco has an economic or voting interest in EnergySolutions and (vi) the IPO Reorganization; provided that, at least ten (10) days prior to executing any transaction or transactions permitted by clause (v) of this Section 7.4(b), EnergySolutions shall provide written notice to the Collateral Agent and shall execute any amendment to the Loan Documents reasonably requested by the Collateral Agent to maintain a valid and perfected first priority Second Priority security interest in the Collateral in favor of the Collateral Agent, for itself and for the ratable benefit of the Secured Parties, securing, in accordance with the terms of the Security Documents, the outstanding Secured Obligations. Notwithstanding anything to the contrary in any Loan Document (other than this Agreement), any reorganization permitted pursuant to clause (v) of this Section 7.4(b) shall be deemed not to be a breach of any representation or warranty in any Loan Document (other than this Agreement), so long as EnergySolutions complies with the notification and documentation requirements in such clause (v). Notwithstanding anything to the contrary contained above, Parent must at all times after the IPO Reorganization directly or indirectly own 100% of the Equity Interests of each of EnergySolutions and Duratek.

Liquidation, Merger or Consolidation. EnergySolutions, EnergySolutions and Parent and Holdco each shall not, and shall cause each of their respective Subsidiaries (other than a Special Purpose Subsidiary) not to, at any time liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up, or enter into any merger or consolidation; provided that if no Default then exists or would be caused thereby, the following such transactions are permitted: (i) a merger or consolidation among EnergySolutions and one or more of its Subsidiaries that is a wholly-owned Subsidiary Guarantor, provided EnergySolutions is the surviving Person; (ii) a merger or consolidation among Duratek and one or more of its Subsidiaries that is a wholly-owned Subsidiary Guarantor, provided Duratek is the surviving Person; (iii) a merger or consolidation between or among two or more Subsidiaries; provided that if any of the entities is a Subsidiary Guarantor, the surviving entity shall be a Subsidiary Guarantor; (iiiiv) an Acquisition permitted hereunder effected by a merger or consolidation in which EnergySolutions or a Subsidiary is the surviving Person; (ivv) a liquidation or dissolution of one or more Subsidiaries into its or their parent entity (provided EnergySolutions or one of the its respective Subsidiaries is such parent entity), ; and (vvi) any transaction or series of related transactions whereby EnergySolutions becomes a corporation organized under the laws of the State of Delaware or the State of Utah, so long as, following such transaction or transactions, no Person other than Holdco Parent has an economic or voting interest in EnergySolutions and (vi) the IPO ReorganizationEnergySolutions; provided that, at least ten (10) days prior to executing any transaction or transactions permitted by clause (v) of this Section 7.4(b), EnergySolutions shall provide written notice to the Collateral Agent and shall execute any amendment to the Loan Documents reasonably requested by the Collateral Agent to maintain a valid and perfected first priority security interest in the Collateral in favor of the Collateral Agent, for itself and for the ratable benefit of the Secured Parties, securing, in accordance with the terms of the Security Documents, the outstanding Secured Obligations. Notwithstanding anything to the contrary in any Loan Document (other than this Agreement), any reorganization permitted pursuant to clause (vvi) of this Section 7.4(b) shall be deemed not to be a breach of any representation or warranty in any Loan Document (other than this Agreement), so long as EnergySolutions complies with the notification and documentation requirements in such clause (v). Notwithstanding anything to the contrary contained above, Parent must at all times after the IPO Reorganization directly or indirectly own 100% of the Equity Interests of each of EnergySolutions and Duratek.

Liquidation, Merger or Consolidation. EnergySolutions, EnergySolutions and Parent and Holdco each shall not, and shall cause each of their respective Subsidiaries (other than a Special Purpose Subsidiary) not to, at any time liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up, or enter into any merger or consolidation; provided that if no Default then exists or would be caused thereby, the following such transactions are permitted: (i) a merger or consolidation among EnergySolutions and one or more of its Subsidiaries that is a wholly-owned Subsidiary Guarantor, provided EnergySolutions is the surviving Person; (ii) a merger or consolidation among Duratek and one or more of its Subsidiaries that is a wholly-owned Subsidiary Guarantor, provided Duratek is the surviving Person; (iii) a merger or consolidation between or among two or more Subsidiaries; provided that if any of the entities is a Subsidiary Guarantor, the surviving entity shall be a Subsidiary Guarantor; (iiiiv) an Acquisition permitted hereunder effected by a merger or consolidation in which EnergySolutions or a Subsidiary is the surviving Person; (ivv) a liquidation or dissolution of one or more Subsidiaries into its or their parent entity (provided EnergySolutions or one of the its respective Subsidiaries is such parent entity), ; and (vvi) any transaction or series of related transactions whereby EnergySolutions becomes a corporation organized under the laws of the State of Delaware or the State of Utah, so long as, following such transaction or transactions, no Person other than Holdco Parent has an economic or voting interest in EnergySolutions and (vi) the IPO ReorganizationEnergySolutions; provided that, at least ten (10) days prior to executing any transaction or transactions permitted by clause (v) of this Section 7.4(b), EnergySolutions shall provide written notice to the Collateral Agent and shall execute any amendment to the Loan Documents reasonably requested by the Collateral Agent to maintain a valid and perfected first priority security interest in the Collateral in favor of the Collateral Agent, for itself and for the ratable benefit of the Secured Parties, securing, in accordance with the terms of the Security Documents, the outstanding Secured Obligations. Notwithstanding anything to the contrary in any Loan Document (other than this Agreement), any reorganization permitted pursuant to clause (v) of this Section 7.4(b) shall be deemed not to be a breach of any representation or warranty in any Loan Document (other than this Agreement), so long as EnergySolutions complies with the notification and documentation requirements in such clause (v). Notwithstanding anything to the contrary contained above, Parent must at all times after the IPO Reorganization directly or indirectly own 100% of the Equity Interests of each of EnergySolutions and Duratek.

Liquidation, Merger or Consolidation. EnergySolutions, EnergySolutions and Parent and Holdco each shall not, and shall cause each of their respective Subsidiaries (other than a Special Purpose Subsidiary) not to, at any time liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up, or enter into any merger or consolidation; provided that if no Default then exists or would be caused thereby, the following such transactions are permitted: (i) a merger or consolidation among EnergySolutions and one or more of its Subsidiaries that is a wholly-owned Subsidiary Guarantor, provided EnergySolutions is the surviving Person; (ii) a merger or consolidation among Duratek and one or more of its Subsidiaries that is a wholly-owned Subsidiary Guarantor, provided Duratek is the surviving Person; (iii) a merger or consolidation between or among two or more Subsidiaries; provided that if any of the entities is a Subsidiary Guarantor, the surviving entity shall be a Subsidiary Guarantor; (iiiiv) an Acquisition permitted hereunder effected by a merger or consolidation in which EnergySolutions or a Subsidiary is the surviving Person; (ivv) a liquidation or dissolution of one or more Subsidiaries into its or their parent entity (provided EnergySolutions or one of the Subsidiaries is such parent entity), ; and (vvi) any transaction or series of related transactions whereby EnergySolutions becomes a corporation organized under the laws of the State of Delaware or the State of Utah, so long as, following such transaction or transactions, no Person other than Holdco Parent has an economic or voting interest in EnergySolutions and (vi) the IPO ReorganizationEnergySolutions; provided that, that at least ten (10) days prior to executing any transaction or transactions permitted by clause (vvi) of this Section 7.4(b), EnergySolutions shall provide written notice to the Collateral Agent and shall execute any amendment to the Loan Documents reasonably requested by the Collateral Agent to maintain a valid and perfected first priority security interest in the Collateral in favor of the Collateral Agent, for itself and for the ratable benefit of the Secured Parties, securing, in accordance with the terms of the Security Documents, the outstanding Secured Obligations. Notwithstanding anything to the contrary in any Loan Document (other than this Agreement), any reorganization permitted pursuant to clause (vvi) of this Section 7.4(b) shall be deemed not to be a breach of any representation or warranty in any Loan Document (other than this Agreement), so long as EnergySolutions complies with the notification and documentation requirements in such clause (v). Notwithstanding anything to the contrary contained above, Parent must at all times after the IPO Reorganization directly or indirectly own 100% of the Equity Interests of each of EnergySolutions and Duratek.

Liquidation, Merger or Consolidation. EnergySolutions, EnergySolutions and Parent and Holdco each shall not, and shall cause each of their respective Subsidiaries (other than a Special Purpose Subsidiary) not to, at any time liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up, or enter into any merger or consolidation; provided that if no Default then exists or would be caused thereby, the following such transactions are permitted: (i) a merger or consolidation among EnergySolutions and one or more of its Subsidiaries that is a wholly-owned Subsidiary Guarantor, ; provided EnergySolutions is the surviving Person; (ii) a merger or consolidation among Duratek and one or more of its Subsidiaries that is a wholly-owned Subsidiary Guarantor, ; provided Duratek is the surviving Person; (iii) a merger or consolidation between or among two or more Subsidiaries; provided that if any of the entities is a Subsidiary Guarantor, the surviving entity shall be a Subsidiary Guarantor; (iiiiv) an Acquisition permitted hereunder effected by a merger or consolidation in which EnergySolutions or a Subsidiary is the surviving Person; (ivv) a liquidation or dissolution of one or more Subsidiaries into its or their parent entity (provided EnergySolutions or one of the Subsidiaries is such parent entity), ; and (vvi) any transaction or series of related transactions whereby EnergySolutions becomes a corporation organized under the laws of the State of Delaware or the State of Utah, so long as, following such transaction or transactions, no Person other than Holdco Parent has an economic or voting interest in EnergySolutions and (vi) the IPO ReorganizationEnergySolutions; provided that, that at least ten (10) days prior to executing any transaction or transactions permitted by clause (vvi) of this Section 7.4(b), EnergySolutions shall provide written notice to the Collateral Agent and shall execute any amendment to the Loan Documents reasonably requested by the Collateral Agent to maintain a valid and perfected first priority security interest in the Collateral in favor of the Collateral Agent, for itself and for the ratable benefit of the Secured Parties, securing, in accordance with the terms of the Security Documents, the outstanding Secured Obligations. Notwithstanding anything to the contrary in any Loan Document (other than this Agreement), any reorganization permitted pursuant to clause (vvi) of this Section 7.4(b) shall be deemed not to be a breach of any representation or warranty in any Loan Document (other than this Agreement), so long as EnergySolutions complies with the notification and documentation requirements in such clause (vvi). Notwithstanding anything to the contrary contained above, Parent must at all times after the IPO Reorganization directly or indirectly own 100% of the Equity Interests of each of EnergySolutions and Duratek.