Common use of Liquidations, Mergers and Consolidations Clause in Contracts

Liquidations, Mergers and Consolidations. The Borrower shall not, and shall not permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger, consolidation or other business combination, whether accounted for under GAAP as a purchase or a pooling of interests and regardless of whether the value of the consideration paid or received is comprised of cash, common or preferred stock or other equity interests, or other assets, or sell, lease, transfer, or otherwise dispose of all or substantially all of its assets, provided that: (a) any Subsidiary of the Borrower may consolidate with or merge into the Borrower or a Guarantor; (b) any Subsidiary of the Borrower may sell, lease transfer or otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or a Guarantor; (c) the Borrower or any Subsidiary may consolidate or merge with any Person, provided that (i) if the Borrower is a party to such merger or consolidation, the Borrower is the surviving Person, (ii) at the time of the consolidation or merger, no Event of Default shall have occurred and be continuing or be caused by such consolidation or merger, (iii) after giving effect to such merger or consolidation, (A) any Domestic Subsidiary which becomes a Material Subsidiary shall become a Guarantor and (B) the Borrower shall cause to be pledged pursuant to a Pledge Agreement to the Administrative Agent (x) sixty-five percent (65%) of the ownership interests of any Foreign Subsidiary which is a Material Subsidiary which is owned directly by the Borrower or any Domestic Subsidiary, and (y) sixty-five percent (65%) of the ownership interests of any first-tier Foreign Subsidiary which owns a Foreign Subsidiary which is a Material Subsidiary and deliver a legal opinion as required under Section 6.09, (iv) the consolidation or merger shall not be contested by such Person or the holders of its equity securities and shall be approved by such Person’s board of directors or other governing body and, if the Borrower shall use any portion of the Loans to fund such consolidation or merger, the Borrower also shall have delivered to the Lenders written evidence of the approval of the board of directors (or equivalent governing body) of such Person for such consolidation or merger, and (v) the Borrower shall have provided the Administrative Agent with a certificate stating that such merger or consolidation will not violate any covenants of this Agreement.

Liquidations, Mergers and Consolidations. The Borrower shall not, and shall not permit any Subsidiary of its Subsidiaries Borrower to, dissolve, liquidate or wind-up its affairs, or become a party to any merger, consolidation or other business combination, whether accounted for under GAAP as a purchase or a pooling of interests and regardless of whether the value of the consideration paid or received is comprised of cash, common or preferred stock or other equity interests, or other assets, or sell, lease, transfer, or otherwise dispose of all or substantially all of its assets, provided that: (ai) any Subsidiary of the Borrower may consolidate with or merge into the Borrower or a Guarantoranother Subsidiary of the Borrower; (bii) any Subsidiary of the Borrower may sell, lease lease, transfer or otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or a Guarantor;another Subsidiary of the Borrower; and (ciii) the Borrower or any Subsidiary may consolidate or merge with any Person, provided that (iA) such Person must be engaged in businesses in the non-ferrous, corrosion resistant engineered products segment, (B) if the Borrower is a party to such merger or consolidation, the Borrower is the surviving Person, (iiC) at the time of the consolidation or merger, merger no Default or Event of Default shall have occurred and be continuing or be caused by such consolidation or merger, (iiiD) after giving effect to such merger or consolidationthe surviving Person, (A) any Domestic Subsidiary which becomes a Material Subsidiary if not the Borrower, shall become a Guarantor and (B) the Borrower shall cause to be pledged pursuant to a Pledge Agreement to the Administrative Agent (x) sixty-five percent (65%) of the ownership interests of any Foreign Subsidiary which is a Material Subsidiary which is owned directly by the Borrower or any Domestic Subsidiary, and (y) sixty-five percent (65%) of the ownership interests of any first-tier Foreign Subsidiary which owns a Foreign Subsidiary which is a Material Subsidiary and deliver a legal opinion as required under Section 6.09Guarantor, (ivE) the consolidation or merger shall not be contested by such Person or the holders of its equity securities and shall be approved by such Person’s 's board of directors or other governing body and, if the Borrower shall use any portion of the Loans to fund such consolidation or merger, the Borrower also shall have delivered to the Lenders written evidence of the approval of the board of directors (or equivalent governing body) of such Person for such consolidation or merger, (F) the lesser of the Revolving Credit Commitments or the then applicable Borrowing Base shall exceed Total Utilization by at least $10,000,000 immediately prior to and following such merger or consolidation, and (vG) the Borrower shall have provided the Administrative Agent with a certificate stating that (i) such merger or consolidation will not violate any covenants of this AgreementAgreement and (ii) after giving effect to such merger or consolidation, the leverage ratio set forth in item (iii) of Section 7.12 hereof shall not exceed 2.00 to 1.00; provided that this requirement shall not be deemed to otherwise alter the requirements of item (iii) of Section 7.12.

Liquidations, Mergers and Consolidations. The Borrower shall not, and shall not permit any Subsidiary of its Subsidiaries the Borrower to, dissolve, liquidate or wind-up its affairs, or become a party to any merger, consolidation or other business combination, whether accounted for under GAAP as a purchase or a pooling of interests and regardless of whether the value of the consideration paid or received is comprised of cash, common or preferred stock or other equity interests, or other assets, or sell, lease, transfer, or otherwise dispose of all or substantially all of its assets, provided that: (ai) any Subsidiary of the Borrower may consolidate with or merge into the Borrower or a Guarantoranother Subsidiary of the Borrower; (bii) any Subsidiary of the Borrower may sell, lease lease, transfer or otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or a Guarantor;another Subsidiary of the Borrower; and (ciii) the Borrower or any Subsidiary may consolidate or merge with any Person, provided that (iA) such Person must be engaged in businesses substantially related to those of the Borrower or affected Subsidiary, (B) if the Borrower is a party to such merger or consolidation, the Borrower is the surviving Person, (iiC) at the time of the consolidation or merger, merger no Default or Event of Default shall have occurred and be continuing or be caused by such consolidation or merger, (iiiD) after giving effect to such merger or consolidationthe surviving Person, (A) any Domestic Subsidiary which becomes a Material Subsidiary if not the Borrower, shall become a Guarantor and (B) the Borrower shall cause to be pledged pursuant to a Pledge Agreement to the Administrative Agent (x) sixty-five percent (65%) of the ownership interests of any Foreign Subsidiary which is a Material Subsidiary which is owned directly by the Borrower or any Domestic Subsidiary, and (y) sixty-five percent (65%) of the ownership interests of any first-tier Foreign Subsidiary which owns a Foreign Subsidiary which is a Material Subsidiary and deliver a legal opinion as required under Section 6.09Guarantor, (ivE) the consolidation or merger shall not be contested by such Person or the holders of its equity securities and shall be approved by such Person’s 's board of directors or other governing body and, if the Borrower shall use any portion of the Loans to fund such consolidation or merger, the Borrower also shall have delivered to the Lenders Agent written evidence of the approval of the board of directors (or equivalent governing body) of such Person for such consolidation or merger, and (vF) the Borrower shall have provided the Administrative Agent with a certificate stating that (i) such merger or consolidation will not violate any covenants of this AgreementAgreement and (ii) after giving effect to such merger or consolidation, the Consolidated Total Indebtedness to Consolidated EBITDA Ratio shall not exceed 2.00 to 1.00; provided that this requirement shall not be deemed to amend item (iii) of Section 7.12.

Liquidations, Mergers and Consolidations. The Borrower shall not, and shall not permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger, consolidation or other business combination, whether accounted for under GAAP as a purchase or a pooling of interests and regardless of whether the value of the consideration paid or received is comprised of cash, common or preferred stock or other equity interests, or other assets, or sell, lease, transfer, or otherwise dispose of all or substantially all of its assets, provided that: (a) any Subsidiary of the Borrower may consolidate with or merge into the Borrower or a Guarantoranother Subsidiary of the Borrower; (b) any Subsidiary of the Borrower may sell, lease lease, transfer or otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or a Guarantor;another Subsidiary of the Borrower; and (c) the Borrower or any Subsidiary may consolidate or merge with any Person, provided that (iA) such Person must be engaged in the information technology business or a business related thereto, (B) if the Borrower is a party to such merger or consolidation, the Borrower is the surviving Person, (iiC) at the time of the consolidation or merger, merger no Default or Event of Default shall have occurred and be continuing or be caused by such consolidation or merger, (iiiD) after giving effect to such merger or consolidationthe surviving Person, (A) any Domestic Subsidiary which becomes if a Material Subsidiary domestic Person and if not the Borrower, shall become a Guarantor and (B) the Borrower shall cause to be pledged pursuant to a Pledge Agreement to the Administrative Agent (x) sixty-five percent (65%) of the ownership interests of any Foreign Subsidiary which is a Material Subsidiary which is owned directly by the Borrower or any Domestic Subsidiary, and (y) sixty-five percent (65%) of the ownership interests of any first-tier Foreign Subsidiary which owns a Foreign Subsidiary which is a Material Subsidiary and deliver a legal opinion as required under Section 6.09Guarantor, (ivE) the consolidation or merger shall not be contested by such Person or the holders of its equity securities and shall be approved by such Person’s 's board of directors or other governing body and, if the Borrower shall use any portion of the Loans to fund such consolidation or merger, the Borrower also shall have delivered to the Lenders written evidence of the approval of the board of directors (or equivalent governing body) of such Person for such consolidation or merger, and (vF) the Borrower shall have provided the Administrative Agent Agent, for redelivery to the Lenders, at least three (3) Business Days prior to such merger or consolidation, with a certificate stating that (i) such merger or consolidation will not violate any covenants of this AgreementAgreement and (ii) establishing that, on a pro forma basis after taking into account such merger or consolidation, the Borrower is in compliance with the financial covenants set forth in Section 7.12; provided, -------- however, for the purposes of this Section 7.04, the ratio of the Borrower's pro ------- forma Consolidated Senior Indebtedness to pro forma Consolidated EBITDA for the four (4) most recently completed Fiscal Quarters shall not exceed 1.75:1.00.

Liquidations, Mergers and Consolidations. The Borrower shall not, and shall not permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger, consolidation or other business combination, whether accounted for under GAAP as a purchase or a pooling of interests and regardless of whether the value of the consideration paid or received is comprised of cash, common or preferred stock or other equity interests, or other assets, or sell, lease, transfer, or otherwise dispose of all or substantially all of its assets, provided that: (a) any Subsidiary of the Borrower may consolidate with or merge into the Borrower or a Guarantor; (b) any Subsidiary of the Borrower may sell, lease transfer or otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or a Guarantor; (c) the Borrower or any Subsidiary may consolidate or merge with any Person, provided that (i) if the Borrower is a party to such merger or consolidation, the Borrower is the surviving Person, (ii) at the time of the consolidation or merger, no Event of Default shall have occurred and be continuing or be caused by such consolidation or merger, (iii) after giving effect to such merger or consolidation, (A) any Domestic Subsidiary which becomes a Material Subsidiary shall become a Guarantor and (B) the Borrower shall cause to be pledged pursuant to a Pledge Agreement to the Administrative Agent (x) sixty-sixty five percent (65%) of the ownership interests of any Foreign Subsidiary which is a Material Subsidiary which is owned directly by the Borrower or any Domestic Subsidiary, and (y) sixty-five percent (65%) of the ownership interests of any first-tier Foreign Subsidiary which owns a Foreign Subsidiary which is a Material Subsidiary and deliver a legal opinion as required under Section 6.09, (iv) the consolidation or merger shall not be contested by such Person or the holders of its equity securities and shall be approved by such Person’s board of directors or other governing body and, if the Borrower shall use any portion of the Loans to fund such consolidation or merger, the Borrower also shall have delivered to the Lenders written evidence of the approval of the board of directors (or equivalent governing body) of such Person for such consolidation or merger, and (v) the Borrower shall have provided the Administrative Agent with a certificate stating that such merger or consolidation will not violate any covenants of this Agreement.

Liquidations, Mergers and Consolidations. The Borrower shall not, and shall not permit any Subsidiary of its Subsidiaries Borrower to, dissolve, liquidate or wind-up its affairs, or become a party to any merger, consolidation or other business combination, whether accounted for under GAAP as a purchase or a pooling of interests and regardless of whether the value of the consideration paid or received is comprised of cash, common or preferred stock or other equity interests, or other assets, or sell, lease, transfer, or otherwise dispose of all or substantially all of its assets, provided that: (ai) any Subsidiary of the Borrower may consolidate with or merge into the Borrower or a Guarantoranother Subsidiary of the Borrower; (bii) any Subsidiary of the Borrower may sell, lease lease, transfer or otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or a Guarantor;another Subsidiary of the Borrower; and (ciii) the Borrower or any Subsidiary may consolidate or merge with any Person, provided that (iA) such Person must be engaged in businesses in the non-ferrous, corrosion resistant engineered products segment, (B) if the Borrower is a party to such merger or consolidation, the Borrower is the surviving Person, (iiC) at the time of the consolidation or merger, merger no Default or Event of Default shall have occurred and be continuing or be caused by such consolidation or merger, (iiiD) after giving effect to such merger or consolidationthe surviving Person, (A) any Domestic Subsidiary which becomes a Material Subsidiary if not the Borrower, shall become a Guarantor and (B) the Borrower shall cause to be pledged pursuant to a Pledge Agreement to the Administrative Agent (x) sixty-five percent (65%) of the ownership interests of any Foreign Subsidiary which is a Material Subsidiary which is owned directly by the Borrower or any Domestic Subsidiary, and (y) sixty-five percent (65%) of the ownership interests of any first-tier Foreign Subsidiary which owns a Foreign Subsidiary which is a Material Subsidiary and deliver a legal opinion as required under Section 6.09Guarantor, (ivE) the consolidation or merger shall not be contested by such Person or the holders of its equity securities and shall be approved by such Person’s board of directors or other governing body and, if the Borrower shall use any portion of the Loans to fund such consolidation or merger, the Borrower also shall have delivered to the Lenders written evidence of the approval of the board of directors (or equivalent governing body) of such Person for such consolidation or merger, and (v) the Borrower shall have provided the Administrative Agent with a certificate stating that such merger or consolidation will not violate any covenants of this Agreement.or

Liquidations, Mergers and Consolidations. The Borrower shall not, and shall not permit any Subsidiary of its Subsidiaries Borrower to, dissolve, liquidate or wind-up its affairs, or become a party to any merger, consolidation or other business combination, whether accounted for under GAAP as a purchase or a pooling of interests and regardless of whether the value of the consideration paid or received is comprised of cash, common or preferred stock or other equity interests, or other assets, or sell, lease, transfer, or otherwise dispose of all or substantially all of its assets, provided that: (ai) any Subsidiary of the Borrower may consolidate with or merge into the Borrower or a Guarantoranother Subsidiary of the Borrower; (bii) any Subsidiary of the Borrower may sell, lease lease, transfer or otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or a Guarantor;another Subsidiary of the Borrower; and (ciii) the Borrower or any Subsidiary may consolidate or merge with any Person, provided that (iA) such Person must be engaged in businesses in the non-ferrous, corrosion resistant engineered products segment, (B) if the Borrower is a party to such merger or consolidation, the Borrower is the surviving Person, (iiC) at the time of the consolidation or merger, merger no Default or Event of Default shall have occurred and be continuing or be caused by such consolidation or merger, (iiiD) after giving effect to such merger or consolidationthe surviving Person, (A) any Domestic Subsidiary which becomes a Material Subsidiary if not the Borrower, shall become a Guarantor and (B) the Borrower shall cause to be pledged pursuant to a Pledge Agreement to the Administrative Agent (x) sixty-five percent (65%) of the ownership interests of any Foreign Subsidiary which is a Material Subsidiary which is owned directly by the Borrower or any Domestic Subsidiary, and (y) sixty-five percent (65%) of the ownership interests of any first-tier Foreign Subsidiary which owns a Foreign Subsidiary which is a Material Subsidiary and deliver a legal opinion as required under Section 6.09Guarantor, (ivE) the consolidation or merger shall not be contested by such Person or the holders of its equity securities and shall be approved by such Person’s 's board of directors or other governing body and, if the Borrower shall use any portion of the Loans to fund such consolidation or merger, the Borrower also shall have delivered to the Lenders written evidence of the approval of the board of directors (or equivalent governing body) of such Person for such consolidation or merger, and (vF) the Borrower shall have provided the Administrative Agent with a certificate stating that (i) such merger or consolidation will not violate any covenants of this AgreementAgreement and (ii) after giving effect to such merger or consolidation, the leverage ratio set forth in item (iii) of Section 7.12 hereof shall not exceed 2.00 to 1.00; provided that this requirement shall not be deemed to amend item (iii) of Section 7.12.