Common use of Liquidations, Mergers, Consolidations, Acquisitions Clause in Contracts

Liquidations, Mergers, Consolidations, Acquisitions. The Borrower shall not dissolve, liquidate or wind-up its affairs, and except as permitted pursuant to Section 8.2.4 [Loans and Investments], the Borrower shall not, and shall not permit any of its Subsidiaries to become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or equity interests of any other Person; provided that (i) any Subsidiary of the Borrower may merge or consolidate with or into any other Wholly-Owned Subsidiary of the Borrower, (ii) any Project Mining Subsidiary may merge or consolidate with or into its customers, (iii) any Subsidiary may merge or consolidate with or into any Person if such Subsidiary is the surviving entity and (iv) any Subsidiary of the Borrower may merge into the Borrower, provided, in each case, that no Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom.

Liquidations, Mergers, Consolidations, Acquisitions. The Borrower shall not dissolve, liquidate or wind-up its affairs, and except as permitted pursuant to Section 8.2.4 [Loans and Investments], the Borrower shall not, and shall not permit any of its Subsidiaries to to, (a) dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, other than dissolution, liquidation, winding up, merger or consolidation by an Insignificant Subsidiary so long as all assets of such Insignificant Subsidiary are transferred to the Borrower or another Subsidiary of the Borrower; provided that any Subsidiary of the Borrower may consolidate or merge into the Borrower or another wholly-owned Subsidiary of the Borrower or (b) acquire by purchase, lease or otherwise all or substantially all of the capital stock or assets or equity interests of any other Person; provided that (i) any Subsidiary of the Borrower may merge or consolidate with or into any other Wholly-Owned Subsidiary of the Borrower, (ii) any Project Mining Subsidiary may merge or consolidate with or into its customers, (iii) any Subsidiary may merge or consolidate with or into any another Person if such Subsidiary is the surviving entity and (iv) any Subsidiary of the Borrower may merge into the Borrower, providedunless, in each casethe case of either (a) or (b), that at such time and immediately after giving effect thereto, no Potential Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction exists or would result therefrom; provided, that the Borrower shall be permitted to consummate the Acquisition Transaction.

Liquidations, Mergers, Consolidations, Acquisitions. The Borrower shall not dissolve, liquidate or wind-up its affairs, and except as permitted pursuant to Section 8.2.4 [Loans and Investments], Each of the Borrower Borrowers shall not, and shall not permit any of its Subsidiaries to to, (a) dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, other than dissolution, liquidation, winding up, merger or consolidation by an Insignificant Subsidiary so long as all assets of such Insignificant Subsidiary are transferred to a Borrower or another Subsidiary of a Borrower; provided that any Subsidiary of a Borrower may consolidate or merge into a Borrower or another wholly-owned Subsidiary of the Company, or (b) acquire by purchase, lease or otherwise all or substantially all of the capital stock or assets or equity interests of any other another Person; provided that (i) any Subsidiary of the Borrower may merge or consolidate with or into any other Wholly-Owned Subsidiary of the Borrower, (ii) any Project Mining Subsidiary may merge or consolidate with or into its customers, (iii) any Subsidiary may merge or consolidate with or into any Person if such Subsidiary is the surviving entity and (iv) any Subsidiary of the Borrower may merge into the Borrower, providedunless, in each casethe case of either (a) or (b), that at such time and immediately after giving effect thereto, no Potential Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction exists or would result therefrom.” (w) Section 7.2.6 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Liquidations, Mergers, Consolidations, Acquisitions. The Borrower shall not dissolve, liquidate or wind-up its affairs, and except as permitted pursuant to Section 8.2.4 NAI-1540997189v1 [Loans and Investments], the Borrower and Section 8.2.7 [Dispositions of Assets or Subsidiaries], the Loan Parties shall not, and shall not permit any of its itstheir Subsidiaries to to(other than any Unrestricted Subsidiary) to, become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or equity interests of any other Person; provided that that: (i) any Subsidiary of the Borrower may merge or consolidate with or into any other Wholly-Owned Subsidiary of the Borrower, (ii) any Project Mining Subsidiary may merge or consolidate with or into its customers, (iii) any Subsidiary may merge or consolidate with or into any Person if such Subsidiary is the surviving entity and (iv) any Subsidiary of the Borrower may merge into the Borrower, provided, in each case, that no Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom.

Liquidations, Mergers, Consolidations, Acquisitions. The Borrower shall not dissolve, liquidate or wind-up its affairs, and except as permitted pursuant to Section 8.2.4 [Loans and Investments], Each of the Borrower Borrowers shall not, and shall not permit any of its Subsidiaries to to, (a) dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, other than dissolution, liquidation, winding up, merger or consolidation by an Insignificant Subsidiary so long as all assets of such Insignificant Subsidiary are transferred to a Borrower or another Subsidiary of a Borrower; provided that any Subsidiary of a Borrower may consolidate or merge into a Borrower or another wholly-owned Subsidiary of the Company, or (b) acquire by purchase, lease or otherwise all or substantially all of the capital stock or assets or equity interests of any other another Person; provided that (i) any Subsidiary of the Borrower may merge or consolidate with or into any other Wholly-Owned Subsidiary of the Borrower, (ii) any Project Mining Subsidiary may merge or consolidate with or into its customers, (iii) any Subsidiary may merge or consolidate with or into any Person if such Subsidiary is the surviving entity and (iv) any Subsidiary of the Borrower may merge into the Borrower, providedunless, in each casethe case of either (a) or (b), that at such time and immediately after giving effect thereto, no Potential Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction exists or would result therefrom.