Common use of Liquidation or Merger Clause in Contracts

Liquidation or Merger. The Borrowers shall not, and shall not permit any of the Restricted Subsidiaries to, at any time, liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up, or enter into any merger, other than (i) a merger or consolidation among the Borrowers or among any Borrower and one or more Restricted Subsidiaries, provided, however, that any Borrower, as the case may be, is the surviving Person, or (ii) a merger between or among two (2) or more Restricted Subsidiaries, or (iii) in connection with an Acquisition permitted hereunder effected by a merger in which any Borrower, as the case may be, or, in a merger in which none of the Borrowers is a party, a Restricted Subsidiary is the surviving Person or the surviving Person becomes a Restricted Subsidiary, or (iv) a merger or consolidation (including, without limitation, in connection with an Acquisition permitted hereunder) among the Borrowers, or any Borrower, or any Restricted Subsidiary on the one hand, and any Person, on the other hand, where the surviving Person (A) is a corporation, partnership, or limited liability company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and (B) on the effective date of such merger or consolidation expressly assume, by supplemental agreement, executed and delivered to the Administrative Agent, for itself and on behalf of the Lenders and the Issuing Bank, in form and substance reasonably satisfactory to the Majority Lenders, all the Obligations of the Borrowers, or any Borrower, or such Restricted Subsidiary, as the case may be, under the Notes, the Agreement and the other Loan Documents, or (v) the Escrow Corp. Merger, or (vi) a liquidation of a Restricted Subsidiary into a Borrower; provided further, however, that, in each case, no Default or Event of Default exists and none shall be caused to occur as a result thereof.

Liquidation or Merger. The Borrowers Borrower shall not, and shall not --------------------- permit any of the Restricted Subsidiaries Subsidiary to, at any time, liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up, or enter into any merger, other than (i) a merger or consolidation among the Borrowers or among any Borrower and one or more Restricted Subsidiaries, provided, however, that any Borrower, as provided the case may be, Borrower is the surviving Personcorporation, or (ii) a merger between or among two (2) or more Restricted Subsidiaries, or (iii) in connection with an Acquisition permitted hereunder effected by a merger in which any Borrower, as the case may be, Borrower or, in a merger in which none of the Borrowers Borrower is not a party, a Restricted Subsidiary is the surviving Person corporation or the surviving Person corporation becomes a Restricted Subsidiary, or (iv) a merger or consolidation (including, without limitation, in connection with an Acquisition permitted hereunder) among the Borrowers, or any Borrower, Borrower or any Restricted Subsidiary Subsidiary, on the one hand, and any other Person, on the other hand, where the surviving Person (A) is a corporation, partnership, partnership or limited liability company organized and existing under the laws of the United States of AmericaStates, any State thereof thereof, or the District of Columbia, and (B) on the effective date of such merger or consolidation consolidation, expressly assumeassumes, by supplemental agreement, executed and delivered to the Administrative Agent, for the benefit of itself and on behalf of the Lenders Lenders, and the Issuing BankLenders, in form and substance reasonably satisfactory to the Majority Lenders, all the Obligations of the Borrowers, or any Borrower, Borrower or such Restricted Subsidiary, as the case may be, under the Notes, the Agreement and the other Loan Documents, or (v) the Escrow Corp. Merger, or (vi) a liquidation of a Restricted Subsidiary into a Borrower; provided furtherprovided, however, that, in each case, no Default or Event of Default -------- ------- exists immediately prior to, and none shall be caused to occur as a result thereofafter giving effect to, such merger or consolidation.

Liquidation or Merger. The Borrowers Borrower shall not, and shall not permit any of the Restricted Subsidiaries to, at any time, liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up, or enter into any merger, other than (i) a merger or consolidation among the Borrowers or among any Borrower and one or more Restricted Subsidiaries, ; provided, however, that any the Borrower, as the case may be, is the surviving Person, or (ii) a merger between or among two (2) or more Restricted Subsidiaries, or (iii) in connection with an Acquisition permitted hereunder effected by a merger in which any the Borrower, as the case may be, or, in a merger in which none of the Borrowers Borrower is not a party, a Restricted Subsidiary is the surviving Person or the surviving Person becomes a Restricted Subsidiary, or (iv) a merger or consolidation (including, without limitation, in connection with an Acquisition permitted hereunder) among the Borrowers, or any Borrower, Borrower or any Restricted Subsidiary on the one hand, and any other Person, on the other hand, where the surviving Person (if other than the Borrower or a Restricted Subsidiary) (A) is a corporation, partnership, or limited liability company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and (B) on the effective date of such merger or consolidation expressly assumeassumes, by supplemental agreement, executed and delivered to the Administrative Agent, for itself and on behalf of the Lenders and the Issuing Bank, in form and substance reasonably satisfactory to the Majority Lenders, all the Obligations of the Borrowers, or any Borrower, or such Restricted Subsidiary, as the case may be, under the Notes, the this Agreement and the other Loan Documents, or (v) the Escrow Corp. Merger, or (vi) a liquidation of a Restricted Subsidiary into a Borrowerthe Borrower or another Restricted Subsidiary; provided furtherprovided, however, that, in each case, no Default or Event of Default exists and none shall or would be caused to occur as a result thereofthereby.

Liquidation or Merger. The Borrowers shall not, and shall not --------------------- permit any of the Restricted Subsidiaries to, at any time, liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up, or enter into any merger, other than (i) a merger or consolidation among the Borrowers or among any Borrower and one or more Restricted Subsidiaries, provided, however, -------- ------- that any Borrower, as the case may be, is the surviving Person, or (ii) a merger between or among two (2) or more Restricted Subsidiaries, or (iii) in connection with an Acquisition permitted hereunder effected by a merger in which any Borrower, as the case may be, or, in a merger in which none of the Borrowers is a party, a Restricted Subsidiary is the surviving Person or the surviving Person becomes a Restricted Subsidiary, or (iv) a merger or consolidation (including, without limitation, in connection with an Acquisition permitted hereunder) among the Borrowers, or any Borrower, or any Restricted Subsidiary on the one hand, and any Person, on the other hand, where the surviving Person (A) is a corporation, partnership, or limited liability company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and (B) on the effective date of such merger or consolidation expressly assume, by supplemental agreement, executed and delivered to the Administrative Agent, for itself and on behalf of the Lenders and the Issuing Bank, in form and substance reasonably satisfactory to the Majority Lenders, all the Obligations of the Borrowers, or any Borrower, or such Restricted Subsidiary, as the case may be, under the Notes, the Agreement and the other Loan Documents, or (v) the Escrow Corp. Merger, or (vi) a liquidation of a Restricted Subsidiary into a Borrower; provided -------- further, however, that, in each case, no Default or Event of Default exists and ------- ------- none shall be caused to occur as a result thereof.

Liquidation or Merger. The Borrowers shall not, and shall not --------------------- permit any of the Restricted Subsidiaries to, at any time, liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up, or enter into any merger, other than (i) a merger or consolidation among the Borrowers or among any either Borrower and one or more Restricted Subsidiaries, provided, -------- however, that any either Borrower, as the case may be, is the surviving Person, or ------- (ii) a merger between or among two (2) or more Restricted Subsidiaries, or (iii) in connection with an Acquisition permitted hereunder effected by a merger in which any either Borrower, as the case may be, or, in a merger in which none of the Borrowers neither Borrower is a party, a Restricted Subsidiary is the surviving Person or the surviving Person becomes a Restricted Subsidiary, or (iv) a merger or consolidation (including, without limitation, in connection with an Acquisition permitted hereunder) among the Borrowers, or any either Borrower, or any Restricted Subsidiary on the one hand, and any Person, on the other hand, where the surviving Person (A) is a corporation, partnership, or limited liability company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and (B) on the effective date of such merger or consolidation expressly assume, by supplemental agreement, executed and delivered to the Administrative Agent, for the benefit of itself and on behalf of the Lenders and the Issuing BankBanks, in form and substance reasonably satisfactory to the Majority LendersBanks, all the Obligations of the Borrowers, or any Borrower, or such Restricted restricted Subsidiary, as the case may be, under the Notes, the Agreement and the other Loan Documents, or (v) the Escrow Corp. Merger, or (vi) a liquidation of a Restricted Subsidiary into a Borrower; provided further, however, that, in each case, no Default or Event of Default -------- ------- ------- exists and none shall be caused to occur as a result thereof.

Liquidation or Merger. The Borrowers shall not, and shall not --------------------- permit any of the Restricted Subsidiaries to, at any time, liquidate or dissolve itself (or suffer any liquidation or dissolution) or otherwise wind up, or enter into any merger, other than (i) a merger or consolidation among the Borrowers or among any either Borrower and one or more Restricted Subsidiaries, provided, however, that any either Borrower, as the case -------- ------- may be, is the surviving Person, or (ii) a merger between or among two (2) or more Restricted Subsidiaries, or (iii) in connection with an Acquisition permitted hereunder effected by a merger in which any either Borrower, as the case may be, or, in a merger in which none of the Borrowers neither Borrower is a party, a Restricted Subsidiary is the surviving Person or the surviving Person becomes a Restricted Subsidiary, or (iv) a merger or consolidation (including, without limitation, in connection with an Acquisition permitted hereunder) among the Borrowers, or any either Borrower, or any Restricted Subsidiary on the one hand, and any Person, on the other hand, where the surviving Person (A) is a corporation, partnership, or limited liability company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and (B) on the effective date of such merger or consolidation expressly assume, by supplemental agreement, executed and delivered to the Administrative Agent, for the benefit of itself and on behalf of the Lenders and the Issuing BankBanks, in form and substance reasonably satisfactory to the Majority LendersBanks, all the Obligations of the Borrowers, or any Borrower, or such Restricted restricted Subsidiary, as the case may be, under the Facility B Notes, the Agreement and the other Loan Documents, or (v) the Escrow Corp. Merger, or (vi) a liquidation of a Restricted Subsidiary into a Borrower; provided further, however, that, in each -------- ------- ------- case, no Default or Event of Default exists and none shall be caused to occur as a result thereof.