Common use of Liquidations, Mergers, Consolidations Clause in Contracts

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. No Borrower shall: (ia) consolidate or merge with or into another Person or consummate any Delaware LLC Division, except that, 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) or 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 any other 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. No Borrower shall: (i) consolidate or merge with or into another Person or consummate any Delaware LLC DivisionPerson, except that, subject to clause (iii) below, 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 any other 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. No Borrower shall: (i) consolidate or merge with or into another Person or consummate any Delaware LLC DivisionPerson, except that, subject to clause (iii) below, 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 any other Borrower or any wholly-owned Consolidated Subsidiary of the Company; provided however, or (iii) nothing herein shall prevent any of the transactions or events permitted under clauses (i) through (viii)—(vii) of Section 8.1.1 [Preservation of Existence, Etc.].