Liquidations, Mergers, Consolidations. Liquidate, merge or consolidate with or into any other entity.
Liquidations, Mergers, Consolidations. Each of the Loan Parties 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 or consolidation (including, in each case, pursuant to a Delaware LLC Division); provided that (i) any Loan Party other than a Borrower may consolidate or merge into another Loan Party which is wholly-owned by one or more of the other Loan Parties, (ii) any Subsidiary of the Borrowers may liquidate, dissolve or wind-up its affairs and sell, convey, assign, lease, abandon or otherwise transfer or dispose of all of its assets if the Borrowers determines that such action is in the best interests of the Borrower and is not materially disadvantageous to the Lenders and such action is otherwise permitted pursuant to Section 8.2.8 [Dispositions of Assets or Subsidiaries], (iii) any Subsidiary of the Borrowers may merge or consolidate with any other Person in connection with any transaction permitted pursuant to Section 8.2.8 [Dispositions of Assets or Subsidiaries], and (iv) the Borrowers may dissolve the Dormant Subsidiaries in accordance with Section 8.1.1 [Preservation of Existence, Etc.].
Liquidations, Mergers, Consolidations. Each of the Borrowers 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 or consolidation, provided that any Borrower (other than the Company) may consolidate or merge into another Borrower and any Subsidiary of a Borrower may consolidate or merge into any Borrower or any Wholly-owned Subsidiary of a Borrower so long as the Borrower or a Wholly-owned Subsidiary is the surviving corporation of such consolidation or merger.
Liquidations, Mergers, Consolidations. No Borrower shall:
(i) consolidate or merge with or into another Person or consummate any Delaware LLC Division, except that, any Borrower may consolidate or merge with another Person if (A) such Borrower is the entity surviving such merger and (B) immediately after giving effect to such consolidation or merger, no Event of Default or Potential Default shall have occurred and be continuing, or
(ii) sell, lease or otherwise transfer, directly or indirectly, in one transaction or a series of related transactions, all or substantially all of its business or assets; provided that any Borrower other than the Company may sell, lease or transfer all or substantially all of its business or assets to the Company, the Foreign Borrower or any wholly-owned Consolidated Subsidiary of the Company; provided however, nothing herein shall prevent any of the transactions or events permitted under clauses (i) through (vii) of Section 8.1.1 [Preservation of Existence, Etc.].
Liquidations, Mergers, Consolidations. Become a party to a merger or consolidation, or purchase or otherwise acquire all or a substantial part of the assets of any Person or any shares or other evidence of beneficial ownership of any Person, or dissolve, liquidate or cease operations.
Liquidations, Mergers, Consolidations. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired) of the Borrower and its Subsidiaries, taken as a whole, to or in favor of any Person, except that, if no Event of Default exists or would immediately result therefrom:
(a) any Subsidiary may merge or consolidate with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person or (ii) any one or more other Subsidiaries; provided that (A) when any Wholly-Owned Subsidiary is merging with another Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (B) when any Guarantor is merging with any other Subsidiary, the continuing or surviving Person shall be a Guarantor;
(b) the Borrower and any Subsidiary may merge or consolidate with any other Person in a transaction in which the Borrower or such Subsidiary, as applicable, is the surviving or continuing Person; provided that, the Borrower may not merge or consolidate with a Subsidiary unless the Borrower is the surviving or continuing Person; and
(c) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is not materially disadvantageous to the Lenders and the assets, if any, of any Subsidiary so liquidated or dissolved are transferred (x) to another Subsidiary or the Borrower or (y) to a Loan Party if such liquidated or dissolved Subsidiary is a Guarantor.
Liquidations, Mergers, Consolidations. Each of the Credit Parties 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, amalgamation or consolidation (including pursuant to any LLC Division), except that:
(a) any Person may merge or consolidate with any Credit Party in connection with a Permitted Acquisition in which a Credit Party shall be the continuing or surviving Person and:
(i) immediately after giving effect to the consummation of such merger, amalgamation or consolidation the representations, warranties of the Credit Parties under Section 5 shall be true and correct in all material respects, as though made at and as of such time, unless expressly made as of a prior date (in which case such representations and warranties shall have been true and correct in all material respects as of such prior date); provided that any representation and warranty that is qualified as to materiality, "Material Adverse Effect" or similar language shall be true and correct (after giving effect to any qualification therein) in all respects as of such respective dates;
(ii) the holders of the applicable Credit Party's issued and outstanding Equity Interests (both economic and voting) immediately before the consummation of such merger, amalgamation or consolidation shall own not less than one-hundred percent (100%) of applicable Credit Party's issued and outstanding Equity Interests (both economic and voting) immediately after the consummation of such merger, amalgamation or consolidation;
(iii) the Credit Parties shall have delivered to Agent true and complete copies of all material documents relating to such merger, amalgamation or consolidation at least five (5) Business Days prior to the consummation thereof;
(iv) the Credit Parties shall have delivered to Agent a certificate signed by a Responsible Officer dated as of the date on which the such merger or consolidation is consummated confirming that the requirements of clauses (i), (ii) and (iii) above, are satisfied; and
(v) the Credit Parties shall, within sixty (60) days (or such longer period as agreed to by Agent in writing in its sole discretion) after the consummation of such merger, amalgamation or consolidation, execute and deliver to Agent such Collateral Documents, and cause to be made such filings and taken such other actions, as Agent may reasonably request to create and perfect a Lien in favor of Agent (or, if applicable, a security trustee) for the benefit of ...
Liquidations, Mergers, Consolidations liquidate, merge or consolidate Borrower or its Subsidiaries with or into any other entity, provided however that Borrower and its Subsidiaries may merge or consolidate with entities within Borrower's consolidated group following prior written notice to Lender;
Liquidations, Mergers, Consolidations. Borrower shall not liquidate, merge, or consolidate with or into any other entity.
Liquidations, Mergers, Consolidations. Acquisitions. --------------------------------------------------- Each of the Loan Parties 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 or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person, provided that (i) any Loan Party other than the Borrower may consolidate or merge into another Loan Party which is wholly-owned by one or more of the other Loan Parties, and (ii) any Excluded Subsidiary may dissolve, liquidate or wind-up its affairs.
