Common use of Merger, Consolidation, Acquisition and Sale of Assets Clause in Contracts

Merger, Consolidation, Acquisition and Sale of Assets. (a) Enter into any merger, amalgamation consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or Equity Interests of any Person or consummate an LLC Division or permit any other Person to consolidate with or merge or amalgamate with it, except (i) any Loan Party other than the Company or any other Subsidiary that is not a Loan Party (other than the Insurance Subsidiary) may consolidate or merge into another Loan Party which is wholly-owned by one or more of the other Loan Parties so long as such Loan Party is the survivor, (ii) Excluded Subsidiaries (other than the Insurance Subsidiary) may consolidate or merge into other Excluded Subsidiaries (other than the Insurance Subsidiary), (iii) Foreign Excluded Subsidiaries may consolidate or merge into another such Foreign Excluded Subsidiary, (iv) any Subsidiary (other than the Insurance Subsidiary and other than any Foreign Subsidiary) may merge into the Company so long as the Company is the survivor, (v) any Subsidiary of the Company permitted to consolidate or merge with the Company or another Subsidiary of the Company pursuant to clauses (i)-(iv) above may, instead of consolidating or merging with the Company or another Subsidiary, transfer all of its assets to the Company or a Subsidiary of the type specified in clauses (i)-(iv) above, respectively, and subsequently the Subsidiary which transferred its assets may be dissolved or liquidated; for example, a Foreign Excluded Subsidiary may transfer all of its assets to another such Foreign Excluded Subsidiary, and the Foreign Excluded Subsidiary which transferred all of its assets may then be dissolved or liquidated (vi) MCLP may sell all of the Equity Interests in MI to the Company; and (vii) any Subsidiary may merge, consolidate or amalgamate with any other Person in order to effect an Investment permitted pursuant to Section 7.4; provided that the continuing or surviving Person shall be a Subsidiary, which shall have complied with the requirements of Sections 7.12.

Merger, Consolidation, Acquisition and Sale of Assets. (a) Enter into any merger, amalgamation amalgamation, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or Equity Interests of any Person or consummate an LLC Division or permit any other Person to consolidate with, amalgamate with or merge or amalgamate with itit (other than in respect of any Permitted Acquisition); provided, except however, that (iA) any wholly-owned Domestic Subsidiary of any Domestic Loan Party may be merged into such Domestic Loan Party or another wholly-owned Domestic Subsidiary of such Domestic Loan Party, or may consolidate with another wholly-owned Domestic Subsidiary of such Domestic Loan Party, or (B) any wholly-owned Foreign Subsidiary of any Foreign Loan Party may be merged into such Foreign Loan Party or another wholly-owned Foreign Subsidiary of such Foreign Loan Party, or may consolidate with another wholly-owned Foreign Subsidiary of such Foreign Loan Party, so long as, in the case of any transaction described in clause (A) or (B): (1) no other than provision of this Agreement would be violated thereby, (2) such Loan Party gives the Agent at least 30 days' prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, without limitation, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (3) no Default or Event of Default shall have occurred and be 074658.01845/123458281v.1 continuing either before or immediately after giving effect to such transaction, (4) the Lenders' rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamation, (5) no Holding Company may be a party to any such merger, consolidation or amalgamation, (6) in the case of any other Subsidiary that merger, consolidation or amalgamation involving a Borrower, a Borrower must be the surviving entity in such merger, consolidation or amalgamation and (7) in the case of any merger, consolidation or amalgamation involving a Loan Party, the surviving Subsidiary, if any, if not already a Loan Party, is not joined as a Loan Party (other than hereunder pursuant to a joinder agreement and is a party to a security document and the Insurance Subsidiary) may consolidate or merge into another Loan Party Equity Interests of such Subsidiary are the subject of a Security Document, in each case, which is wholly-owned by one in full force and effect on the date of and immediately after giving effect to such merger, consolidation or more of the other Loan Parties amalgamation; provided, further, that any Inactive Subsidiary or SMTC Dongguan may be dissolved so long as such Loan Party is the survivor, (ii) Excluded Subsidiaries (other than the Insurance Subsidiary) may consolidate or merge into other Excluded Subsidiaries (other than the Insurance Subsidiary), (iii) Foreign Excluded Subsidiaries may consolidate or merge into another such Foreign Excluded Subsidiary, (iv) any Subsidiary (other than the Insurance Subsidiary and other than any Foreign Subsidiary) may merge into the Company so long as the Company is the survivor, (v) any Subsidiary of the Company permitted to consolidate or merge with the Company or another Subsidiary of the Company pursuant to clauses (i)-(iv) above may, instead of consolidating or merging with the Company or another Subsidiary, transfer all of its assets (if any) are distributed to the Company its direct parent or to a Subsidiary of the type specified in clauses (i)-(iv) above, respectively, and subsequently the Subsidiary which transferred its assets may be dissolved or liquidated; for example, a Foreign Excluded Subsidiary may transfer all of its assets to another such Foreign Excluded Subsidiary, and the Foreign Excluded Subsidiary which transferred all of its assets may then be dissolved or liquidated (vi) MCLP may sell all of the Equity Interests in MI to the Company; and (vii) any Subsidiary may merge, consolidate or amalgamate with any other Person in order to effect an Investment permitted pursuant to Section 7.4; provided that the continuing or surviving Person shall be a Subsidiary, which shall have complied with the requirements of Sections 7.12Loan Party.

Merger, Consolidation, Acquisition and Sale of Assets. (a) Enter into any merger, amalgamation consolidation consolidation, liquidation, dissolution or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or Equity Interests of any Person or consummate an LLC Division or Person; permit any other Person to consolidate or merge with or merge liquidate or amalgamate with itdissolve into it or sell, except lease, transfer or otherwise dispose of all of or a substantial portion of all of its assets to or in favor of any Person, provided, however that (i) any Loan Restricted Subsidiary may merge, amalgamate or consolidate with (x) the Issuer (including a merger, the purpose of which is to reorganize the Issuer into a new jurisdiction); provided that the Issuer shall be the continuing or surviving Person or (y) one or more other Restricted Subsidiaries; provided that when any Person that is a Note Party (other than the Company Issuer or Holdings) is merging with a Restricted Subsidiary, a Note Party shall be the continuing or surviving Person unless the resulting investment made in connection with a Note Party merging with a non-Note Party shall otherwise be a Permitted Investment; (ii) (x) any Subsidiary that is a non-Note Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party (other than the Insurance Subsidiary) may consolidate or merge into another Loan Party which is whollynon-owned by one or more of the other Loan Parties so long as such Loan Party is the survivorNote Party, (ii) Excluded Subsidiaries (other than the Insurance Subsidiary) may consolidate or merge into other Excluded Subsidiaries (other than the Insurance Subsidiary), (iii) Foreign Excluded Subsidiaries may consolidate or merge into another such Foreign Excluded Subsidiary, (ivy) any Subsidiary (other than the Insurance Subsidiary and other than any Foreign SubsidiaryIssuer) may merge into liquidate or dissolve and (z) the Company so long as the Company is the survivor, (v) Issuer or any Subsidiary of the Company permitted to consolidate or merge may change its legal form if, with the Company or another Subsidiary of the Company pursuant respect to clauses (i)-(ivy) above mayand (z), instead the Issuer determines in good faith that such action is in the best interest of consolidating the Issuer and its Subsidiaries and if not materially disadvantageous to the Purchasers (it being understood that in the case of any change in legal form, the Issuer will remain the Issuer and a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder); (iii) any Restricted Subsidiary may dispose of all or merging with the Company or another Subsidiary, transfer substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Issuer or a Subsidiary of the type specified in clauses (i)-(iv) above, respectively, and subsequently the Subsidiary which transferred its assets may be dissolved or liquidated; for example, a Foreign Excluded Subsidiary may transfer all of its assets to another such Foreign Excluded Restricted Subsidiary, and the Foreign Excluded Subsidiary which transferred all of its assets may then be dissolved or liquidated (vi) MCLP may sell all of the Equity Interests in MI to the Company; and (vii) any Subsidiary may merge, consolidate or amalgamate with any other Person in order to effect an Investment permitted pursuant to Section 7.4; provided that if the transferor in such a transaction is a Note Party, then (x) the transferee must be a Note Party or (y) to the extent constituting an investment, such investment must be a Permitted Investment, so long as (A) no other provision of this Agreement would be violated thereby, (B) such Note Party gives Agent and the Purchasers at least 5 Business Days’ prior written notice of such merger or consolidation, (C) no Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (D) Agent’s and Purchasers’ rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger or consolidation and (iv) so long as no Event of Default has occurred and is continuing or surviving Person shall be would result therefrom, a Subsidiarymerger, consolidation, amalgamation, dissolution, liquidation, consolidation or sale of assets, the purpose of which shall have complied with the requirements of Sections 7.12is to effect a Permitted Acquisition.

Merger, Consolidation, Acquisition and Sale of Assets. (a) Enter into any merger, amalgamation amalgamation, consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or Equity Interests of any Person or consummate an LLC Division or permit any other Person to consolidate with, amalgamate with or merge or amalgamate with itit (other than in respect of any Permitted Acquisition); provided, except however, that (iA) any wholly-owned Domestic Subsidiary of any Domestic Loan Party may be merged into such Domestic Loan Party or another wholly-owned Domestic Subsidiary of such Domestic Loan Party, or may consolidate with another wholly-owned Domestic Subsidiary of such Domestic Loan Party, or (B) any wholly-owned Foreign Subsidiary of any Foreign Loan Party may be merged into such Foreign Loan Party or another wholly-owned Foreign Subsidiary of such Foreign Loan Party, or may consolidate with another wholly-owned Foreign Subsidiary of such Foreign Loan Party, so long as, in the case of any transaction described in clause (A) or (B): (1) no other than provision of this Agreement would be violated thereby, (2) such Loan Party gives the Agent at least 30 days' prior written notice of such merger, consolidation or amalgamation accompanied by true, correct and complete copies of all material agreements, documents and instruments relating to such merger, consolidation or amalgamation, including, without limitation, the certificate or certificates of merger or amalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (3) no Default or Event of Default shall have occurred and be continuing either before or immediately after giving effect to such transaction, (4) the Lenders' rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, consolidation or amalgamation, (5) no Holding Company may be a party to any such merger, consolidation or amalgamation, (6) in the case of any other Subsidiary that merger, consolidation or amalgamation involving a Borrower, a Borrower must be the surviving entity in such merger, consolidation or amalgamation and (7) in the case of any merger, consolidation or amalgamation involving a Loan Party, the surviving Subsidiary, if any, if not already a Loan Party, is not joined as a Loan Party (other than hereunder pursuant to a joinder agreement and is a party to a security document and the Insurance Subsidiary) may consolidate or merge into another Loan Party Equity Interests of such Subsidiary are the subject of a Security Document, in each case, which is wholly-owned by one in full force and effect on the date of and immediately after giving effect to such merger, consolidation or more of the other Loan Parties amalgamation; provided, further, that any Inactive Subsidiary may be dissolved so long as such Loan Party is the survivor, (ii) Excluded Subsidiaries (other than the Insurance Subsidiary) may consolidate or merge into other Excluded Subsidiaries (other than the Insurance Subsidiary), (iii) Foreign Excluded Subsidiaries may consolidate or merge into another such Foreign Excluded Subsidiary, (iv) any Subsidiary (other than the Insurance Subsidiary and other than any Foreign Subsidiary) may merge into the Company so long as the Company is the survivor, (v) any Subsidiary of the Company permitted to consolidate or merge with the Company or another Subsidiary of the Company pursuant to clauses (i)-(iv) above may, instead of consolidating or merging with the Company or another Subsidiary, transfer all of its assets (if any) are distributed to the Company its direct parent or to a Subsidiary of the type specified in clauses (i)-(iv) above, respectively, and subsequently the Subsidiary which transferred its assets may be dissolved or liquidated; for example, a Foreign Excluded Subsidiary may transfer all of its assets to another such Foreign Excluded Subsidiary, and the Foreign Excluded Subsidiary which transferred all of its assets may then be dissolved or liquidated (vi) MCLP may sell all of the Equity Interests in MI to the Company; and (vii) any Subsidiary may merge, consolidate or amalgamate with any other Person in order to effect an Investment permitted pursuant to Section 7.4; provided that the continuing or surviving Person shall be a Subsidiary, which shall have complied with the requirements of Sections 7.12Loan Party.

Merger, Consolidation, Acquisition and Sale of Assets. (a) Enter into any merger, amalgamation consolidation consolidation, liquidation, dissolution or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or Equity Interests of any Person or consummate an LLC Division or Person; permit any other Person to consolidate or merge with or merge liquidate or amalgamate with itdissolve into it or sell, except lease, transfer or otherwise dispose of all of or a substantial portion of all of its assets to or in favor of any Person, provided, however that (i) any Loan Party Restricted Subsidiary may merge, amalgamate or consolidate with (x) any Borrower (including a merger, the purpose of which is to reorganize such Borrower into a new jurisdiction); provided that such Borrower shall be the continuing or surviving Person or (y) one or more other than the Company or Restricted Subsidiaries; provided that when any other Subsidiary Person that is not a Loan Party (other than the Insurance a Borrower or Holdings) is merging with a Restricted Subsidiary) may consolidate or merge into another , a Loan Party which is wholly-owned by one shall be the continuing or more of surviving Person unless the other Loan Parties so long as such resulting investment made in connection with a Loan Party is the survivor, merging with a non-Loan Party shall otherwise be a Permitted Investment; (ii) Excluded Subsidiaries (x) any Subsidiary that is a non-Loan Party may merge, amalgamate or consolidate with or into any other than the Insurance Subsidiary) may consolidate or merge into other Excluded Subsidiaries (other than the Insurance Subsidiary)Subsidiary that is a non-Loan Party, (iii) Foreign Excluded Subsidiaries may consolidate or merge into another such Foreign Excluded Subsidiary, (ivy) any Subsidiary (other than the Insurance Subsidiary and other than any Foreign SubsidiaryBorrower) may merge into the Company so long as the Company is the survivor, liquidate or dissolve and (vz) any Borrower or Subsidiary of the Company permitted to consolidate or merge may change its legal form if, with the Company or another Subsidiary of the Company pursuant respect to clauses (i)-(ivy) above mayand (z), instead such Borrower determines in good faith that such action is in the best interest of consolidating such Borrower and if not materially disadvantageous to the Lenders (it being understood that in the case of any change in legal form, such Borrower will remain a Borrower and a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder); (iii) any Restricted Subsidiary may dispose of all or merging with the Company or another Subsidiary, transfer substantially all of its assets (upon voluntary liquidation or otherwise) to a Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Loan Party, then (x) the transferee must be a Loan Party or (y) to the Company extent constituting an investment, such investment must be a Permitted Investment, so long as (A) no other provision of this Agreement would be violated thereby, (B) such Loan Party gives Agent at least five (5) Business Days’ prior written notice of such merger or a Subsidiary consolidation, (C) no Event of the type specified in clauses (i)-(iv) above, respectivelyDefault shall have occurred and be continuing either before or after giving effect to such transaction, and subsequently (D) Agent’s rights in any Collateral, including, without limitation, the Subsidiary which transferred its assets may be dissolved existence, perfection and priority of any Lien thereon, are not adversely affected by such merger or liquidated; for example, a Foreign Excluded Subsidiary may transfer all of its assets to another such Foreign Excluded Subsidiary, and the Foreign Excluded Subsidiary which transferred all of its assets may then be dissolved or liquidated (vi) MCLP may sell all of the Equity Interests in MI to the Companyconsolidation; and (viiiv) any Subsidiary may mergeso long as no Event of Default has occurred and is continuing or would result therefrom, consolidate a merger, consolidation, amalgamation, dissolution, liquidation, consolidation or amalgamate with any other Person in order sale of assets, between the target and the applicable Borrower, the purpose of which is to effect an Investment permitted pursuant to Section 7.4; provided that the continuing or surviving Person shall be a Subsidiary, which shall have complied with the requirements of Sections 7.12Permitted Acquisition.

Merger, Consolidation, Acquisition and Sale of Assets. (a) Enter into any merger, amalgamation consolidation consolidation, liquidation, dissolution or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or Equity Interests of any Person or consummate an LLC Division or Person; permit any other Person to consolidate or merge with or merge liquidate or amalgamate with itdissolve into it or sell, except lease, transfer or otherwise dispose of all of or a substantial portion of all of its assets to or in favor of any Person, provided, however that (i) any Loan Party Restricted Subsidiary may merge, amalgamate or consolidate with (x) any Borrower (including a merger, the purpose of which is to reorganize such Borrower into a new jurisdiction); provided that (a) such Borrower shall be the continuing or surviving Person and (b) the resulting jurisdiction of reorganization is in the United States, or (y) one or more other than the Company or Restricted Subsidiaries; provided that when any other Subsidiary Person that is not a Loan Party (other than the Insurance a Borrower or Holdings) is merging, amalgamating or consolidating with a Restricted Subsidiary) may consolidate or merge into another , a Loan Party which is wholly-owned by one shall be the continuing or more of surviving Person unless the other Loan Parties so long as such resulting investment made in connection with a Loan Party is the survivormerging, amalgamating or consolidating with a non-Loan Party shall otherwise be a Permitted Investment; (ii) Excluded Subsidiaries (x) any Subsidiary that is a non-Loan Party may merge, amalgamate or consolidate with or into any other than the Insurance Subsidiary) may consolidate or merge into other Excluded Subsidiaries (other than the Insurance Subsidiary)Subsidiary that is a non-Loan Party, (iii) Foreign Excluded Subsidiaries may consolidate or merge into another such Foreign Excluded Subsidiary, (ivy) any Subsidiary (other than the Insurance Subsidiary and other than any Foreign SubsidiaryBorrower) may merge into the Company so long as the Company is the survivor, liquidate or dissolve and (vz) any Borrower or Subsidiary of the Company permitted to consolidate or merge may change its legal form if, with the Company or another Subsidiary of the Company pursuant respect to clauses (i)-(ivy) above mayand (z), instead such Borrower determines in good faith that such action is in the best interest of consolidating such Borrower and if not materially disadvantageous to the Lenders (it being understood that in the case of any change in legal form, such Borrower will remain a Borrower and a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder and shall be organized in a jurisdiction in the United States); (iii) any Restricted Subsidiary may dispose of all or merging with the Company or another Subsidiary, transfer substantially all of its assets (upon voluntary liquidation or otherwise) to a Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction ChangePro Comparison of ABL and PNC - Exhibit A to Third Amendment 10/3/2016 is a Loan Party, then (x) the transferee must be a Loan Party or (y) to the Company or extent constituting an investment, such investment must be a Subsidiary of the type specified in clauses (i)-(iv) above, respectively, and subsequently the Subsidiary which transferred its assets may be dissolved or liquidated; for example, a Foreign Excluded Subsidiary may transfer all of its assets to another such Foreign Excluded Subsidiary, and the Foreign Excluded Subsidiary which transferred all of its assets may then be dissolved or liquidated (vi) MCLP may sell all of the Equity Interests in MI to the Company; and (vii) any Subsidiary may merge, consolidate or amalgamate with any other Person in order to effect an Investment Permitted Investmentan investment permitted pursuant to Section 7.4, so long as (A) no other provision of this Agreement would be violated thereby, (B) such Loan Party gives Agent at least five (5) Business Days’ prior written notice of such merger or consolidationtransaction, (C) no Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (D) Agent’s rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger or consolidation; provided that the and (iv) so long as no Event of Default has occurred and is continuing or surviving Person would result therefrom, each of the following shall be permitted under this Section 7.1(a)(iv): a merger, consolidation, amalgamation, dissolution, liquidation, consolidation or sale or acquisition of assets, between the target and the applicable Borrower or Subsidiary, the purpose of which shall have complied with is to effect a Permitted Acquisition, or investment permitted under Section 7.4 or an acquisition of a substantial portion of the requirements assets of Sections 7.12any Person to the extent funded by capital contributions received by Holdings.

Merger, Consolidation, Acquisition and Sale of Assets. (a) Enter into any merger, amalgamation consolidation consolidation, liquidation, dissolution or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or Equity Interests of any Person or consummate an LLC Division or Person; permit any other Person to consolidate or merge with or merge liquidate or amalgamate with itdissolve into it or sell, except lease, transfer or otherwise dispose of all of or a substantial portion of all of its assets to or in favor of any Person, provided, however that (i) any Loan Party (other than the Company Parent Guarantor) may merge, amalgamate or consolidate with (x) any Borrower; provided that (A) such Borrower shall be the continuing or surviving Person and (B) the resulting jurisdiction of reorganization is in the United States or (y) one or more other Subsidiary Restricted Subsidiaries; provided that when any Person that is not a Loan Party (other than the Insurance a Borrower) is merging, amalgamating or consolidating with a Restricted Subsidiary) may consolidate or merge into another , a Loan Party which is wholly-owned by one shall be the continuing or more of surviving Person unless the other Loan Parties so long as such resulting investment made in connection with a Loan Party is the survivormerging, amalgamating or consolidating with a non-Loan Party shall otherwise be a Permitted Investment; (ii) Excluded Subsidiaries (x) any Subsidiary that is a non-Loan Party may merge, amalgamate or consolidate with or into any other than the Insurance Subsidiary) may consolidate or merge into other Excluded Subsidiaries (other than the Insurance Subsidiary)Subsidiary that is a non-Loan Party, (iii) Foreign Excluded Subsidiaries may consolidate or merge into another such Foreign Excluded Subsidiary, (ivy) any Subsidiary (other than the Insurance Subsidiary and other than any Foreign SubsidiaryBorrower) may merge into the Company so long as the Company is the survivor, liquidate or dissolve and (vz) any Loan Party or Subsidiary of the Company permitted to consolidate or merge may change its legal form and, with the Company or another Subsidiary of the Company pursuant respect to clauses (i)-(ivii)(y) above mayand (ii)(z), instead the Borrowers determine in good faith that such action is in the best interest of consolidating the Borrowers and its Subsidiaries and if not materially disadvantageous to the Lenders (it being understood that in the case of any change in legal form, such Borrower will remain a Borrower and a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder and shall be organized in a jurisdiction in the United States); (iii) any Restricted Subsidiary may dispose of all or merging with the Company or another Subsidiary, transfer substantially all of its assets (upon voluntary liquidation or otherwise) to a Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Loan Party, then (x) the transferee must be a Loan Party or (y) to the Company extent constituting an investment, such investment must be a permitted investment pursuant to Section 9.04, so long as (A) no other provision of this Agreement would be violated thereby, (B) such Loan Party gives the Administrative Agent at least five (5) Business Days’ prior written notice of such transaction, (C) no Event of Default shall have occurred and be continuing either before or a Subsidiary of the type specified in clauses (i)-(iv) above, respectivelyafter giving effect to such transaction, and subsequently (D) the Subsidiary which transferred its assets may be dissolved or liquidated; for exampleAdministrative Agent’s rights in any Collateral, a Foreign Excluded Subsidiary may transfer all including, without limitation, the existence, perfection and priority of its assets to another any Lien thereon, are not adversely affected by such Foreign Excluded Subsidiary, and the Foreign Excluded Subsidiary which transferred all of its assets may then be dissolved or liquidated (vi) MCLP may sell all of the Equity Interests in MI to the Companytransaction; and (viiiv) any Subsidiary may mergeso long as no Event of Default has occurred and is continuing or would result therefrom, consolidate a merger, consolidation, amalgamation, dissolution, liquidation, consolidation or amalgamate with any other Person in order sale or acquisition of assets, between the target and the applicable Borrower or Subsidiary, the purpose of which is to effect a Permitted Acquisition, an Investment permitted pursuant investment not prohibited by Section 9.04 or an acquisition of a substantial portion of the assets of any Person to Section 7.4; provided that the continuing or surviving Person shall be a Subsidiary, which shall have complied with extent funded by capital contributions received by the requirements of Sections 7.12Parent Guarantor.

Merger, Consolidation, Acquisition and Sale of Assets. (a) Enter into any merger, amalgamation consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or Equity Interests of any Person or consummate an LLC Division or permit any other Person to consolidate with or merge or amalgamate with it, except (i) any Loan Party other than the Company Debtors or any other Subsidiary that is not a Loan Party (other than the Insurance Subsidiary) may consolidate or merge into another Loan Party which is wholly-owned by one or more of the other Loan Parties so long as such Loan Party is the survivor, (ii) Excluded Subsidiaries (other than the Insurance Subsidiary) may consolidate or merge into other Excluded Subsidiaries (other than the Insurance Subsidiary), (iii) Foreign Excluded Subsidiaries may consolidate or merge into another such Foreign Excluded Subsidiary, (iv) any Subsidiary (other than the Insurance Subsidiary and other than any Foreign Subsidiary) may merge into the Company so long as the Company is the survivor, (v) any Subsidiary of the Company permitted to consolidate or merge with the Company or another Subsidiary of the Company pursuant to clauses (i)-(iv) above may, instead of consolidating or merging with the Company or another Subsidiary, transfer all of its assets to the Company or a Subsidiary of the type specified in clauses (i)-(iv) above, respectively, and subsequently the Subsidiary which transferred its assets may be dissolved or liquidated; for example, a Foreign Excluded Subsidiary may transfer all of its assets to another such Foreign Excluded Subsidiary, and the Foreign Excluded Subsidiary which transferred all of its assets may then be dissolved or liquidated (vi) MCLP may sell all of the Equity Interests in MI to the Company; and (vii) any Subsidiary may merge, consolidate or amalgamate with any other Person in order to effect an Investment permitted pursuant to Section 7.4; provided that the continuing or surviving Person shall be a Subsidiary, which shall have complied with the requirements of Sections 7.12.

Merger, Consolidation, Acquisition and Sale of Assets. (a) Enter into any merger, amalgamation consolidation consolidation, liquidation, dissolution or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or Equity Interests of any Person or consummate an LLC Division or Person; permit any other Person to consolidate or merge with or merge liquidate or amalgamate with itdissolve into it or sell, except lease, transfer or otherwise dispose of all of or a substantial portion of all of its assets to or in favor of any Person, provided, however that (i) any Loan Note Party (other than Holdings) may merge, amalgamate or consolidate with (x) the Issuer; provided that (a) the Issuer shall be the continuing or surviving Person and (b) the resulting jurisdiction of reorganization is in the United States or (y) one or more other Restricted Subsidiaries; provided that when any Person that is a Note Party (other than the Company Issuer) is merging, amalgamating or consolidating with a Restricted Subsidiary, a Note Party shall be the continuing or surviving Person unless the resulting investment made in connection with a Note Party merging, amalgamating or consolidating with a non-Note Party shall otherwise be a Permitted Investment; (ii) (x) any Subsidiary that is a non-Note Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party (other than the Insurance Subsidiary) may consolidate or merge into another Loan Party which is whollynon-owned by one or more of the other Loan Parties so long as such Loan Party is the survivorNote Party, (ii) Excluded Subsidiaries (other than the Insurance Subsidiary) may consolidate or merge into other Excluded Subsidiaries (other than the Insurance Subsidiary), (iii) Foreign Excluded Subsidiaries may consolidate or merge into another such Foreign Excluded Subsidiary, (ivy) any Subsidiary (other than the Insurance Subsidiary and other than any Foreign SubsidiaryIssuer) may merge into the Company so long as the Company is the survivor, liquidate or dissolve and (vz) any Note Party or Subsidiary of the Company permitted to consolidate or merge may change its legal form and, with the Company or another Subsidiary of the Company pursuant respect to clauses (i)-(ivii)(y) above mayand (ii)(z), instead the IssuerHoldings determines in good faith that such action is in the best interest of consolidating the IssuerHoldings and its Subsidiaries and if not materially disadvantageous to the Purchasers (it being understood that in the case of any change in legal form, the Issuer will remain the Issuer and a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder and shall be 60358086_160358086_13 organized in a jurisdiction in the United States); (iii) any Restricted Subsidiary may dispose of all or merging with the Company or another Subsidiary, transfer substantially all of its assets (upon voluntary liquidation or otherwise) to the Company IssuerHoldings or to anotherany other Restricted Subsidiary; provided that if the transferor in such a Subsidiary of transaction is a Note Party, then (x) the type specified in clauses transferee must be a Note Party or (i)-(ivy) above, respectively, and subsequently the Subsidiary which transferred its assets may be dissolved or liquidated; for example, a Foreign Excluded Subsidiary may transfer all of its assets to another such Foreign Excluded Subsidiary, and the Foreign Excluded Subsidiary which transferred all of its assets may then be dissolved or liquidated (vi) MCLP may sell all of the Equity Interests in MI to the Company; and (vii) any Subsidiary may mergeextent constituting an investment, consolidate or amalgamate with any other Person in order to effect an Investment such investment must be a permitted investment pursuant to Section 7.4, so long as (A) no other provision of this Agreement would be violated thereby, (B) such Note Party gives Agent and the Purchasers at least five (5) Business Days’ prior written notice of such transaction, (C) no Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (D) Agent’s and Purchasers’ rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such transaction; provided that the and (iv) so long as no Event of Default has occurred and is continuing or surviving would result therefrom, a merger, consolidation, amalgamation, dissolution, liquidation, consolidation or sale or acquisition of assets, between the target and the Issuerany Note Party (other than Holdings), the purpose of which is to effect a Permitted Acquisition, an investment not prohibited by Section 7.4 or an acquisition of a substantial portion of the assets of any Person shall be a Subsidiary, which shall have complied with to the requirements extent funded by capital contributions or the proceeds of Sections 7.12the issuance of Equity Interests received by Holdings.

Merger, Consolidation, Acquisition and Sale of Assets. (a) Enter into any merger, amalgamation consolidation consolidation, liquidation, dissolution or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or Equity Interests of any Person or consummate an LLC Division or Person; permit any other Person to consolidate or merge with or merge liquidate or amalgamate with itdissolve into it or sell, except lease, transfer or otherwise dispose of all of or a substantial portion of all of its assets to or in favor of any Person, provided, however that (i) any Loan Restricted Subsidiary Note Party (other than Holdings) may merge, amalgamate or consolidate with (x) the Issuer (including a merger, the purpose of which is to reorganize the Issuer into a new jurisdiction); provided that (a) the Issuer shall be the continuing or surviving Person and (b) the resulting jurisdiction of reorganization is in the United States or (y) one or more other Restricted Subsidiaries; provided that when any Person that is a Note Party (other than the Company Issuer or Holdings) is merging, amalgamating or consolidating with a Restricted Subsidiary, a Note Party shall be the continuing or surviving Person unless the resulting investment made in connection with a Note Party merging, amalgamating or consolidating with a non-Note Party shall otherwise be a Permitted Investment; (ii) (x) any Subsidiary that is a non-Note Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party (other than the Insurance Subsidiary) may consolidate or merge into another Loan Party which is whollynon-owned by one or more of the other Loan Parties so long as such Loan Party is the survivorNote Party, (ii) Excluded Subsidiaries (other than the Insurance Subsidiary) may consolidate or merge into other Excluded Subsidiaries (other than the Insurance Subsidiary), (iii) Foreign Excluded Subsidiaries may consolidate or merge into another such Foreign Excluded Subsidiary, (ivy) any Subsidiary (other than the Insurance Subsidiary and other than any Foreign SubsidiaryIssuer) may merge into liquidate or dissolve and (z) the Company so long as the Company is the survivorIssuer or any Note Party or Subsidiary may change its legal form ifand, (v) any Subsidiary of the Company permitted to consolidate or merge with the Company or another Subsidiary of the Company pursuant respect to clauses (i)-(ivii)(y) above mayand (ii)(z), instead the Issuer determines in good faith that such action is in the best interest of consolidating the Issuer and its Subsidiaries and if not materially disadvantageous to the Purchasers (it being understood that in the case of any change in legal form, the Issuer will remain the Issuer and a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder and shall be organized in a jurisdiction in the United States); (iii) any Restricted Subsidiary may dispose of all or merging with the Company or another Subsidiary, transfer substantially all of its assets (upon voluntary liquidation or otherwise) to the Company Issuer or a Subsidiary of the type specified in clauses (i)-(iv) above, respectively, and subsequently the Subsidiary which transferred its assets may be dissolved or liquidated; for example, a Foreign Excluded Subsidiary may transfer all of its assets to another Restricted Subsidiary; provided that if the transferor in such Foreign Excluded Subsidiarya transaction is a Note Party, and then (x) the Foreign Excluded Subsidiary which transferred all of its assets may then transferee must be dissolved a Note Party or liquidated (viy) MCLP may sell all of the Equity Interests in MI to the Company; and (vii) any Subsidiary may mergeextent constituting an investment, consolidate or amalgamate with any other Person in order to effect an Investment permitted such investment must be a Permitted Investmentpermitted investment pursuant to Section 7.4, so long as (A) no other provision of this Agreement would be violated thereby, (B) such Note Party gives Agent and the Purchasers at least five (5) Business Days’ prior written notice of such merger or consolidationtransaction, (C) no Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (D) Agent’s and Purchasers’ rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger or consolidationtransaction; provided that the and (iv) so long as no Event of Default has occurred and is continuing or surviving would result therefrom, a merger, consolidation, amalgamation, dissolution, liquidation, consolidation or sale or acquisition of assets, between the target and the Issuer, the purpose of which is to effect a Permitted Acquisition, an investment not prohibited by Section 7.4 or an acquisition of a substantial portion of the assets of any Person shall be a Subsidiary, which shall have complied with to the requirements of Sections 7.12extent funded by capital contributions received by Holdings.