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, 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; permit any other Person to consolidate or merge with or liquidate or dissolve into it or sell, 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 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 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 a non-Note Party, (y) any Subsidiary (other than the Issuer) may liquidate or dissolve and (z) the Issuer or any Note Party or Subsidiary may change its legal form ifand, with respect to clauses (ii)(y) and (ii)(z), the Issuer determines in good faith that such action is in the best interest of 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 substantially all of its assets (upon voluntary liquidation or otherwise) to the Issuer or to another Restricted Subsidiary; 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 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; and (iv) so long as no Event of Default has occurred and is continuing or 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 to the extent funded by capital contributions received by Holdings.

Merger, Consolidation, Acquisition and Sale of Assets. (a) Enter into any merger, 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; permit any other Person to consolidate or merge with or liquidate or dissolve into it or sell, 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 Restricted Subsidiary Note Party (other than Holdings) may merge, amalgamate or consolidate with (x) the Issuer any Borrower (including a merger, the purpose of which is to reorganize the Issuer such Borrower into a new jurisdiction); provided that (a) the Issuer 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 Restricted Subsidiaries; provided that when any Person that is a Note Loan Party (other than the Issuer a Borrower or Holdings) is merging, amalgamating or consolidating merging with a Restricted Subsidiary, a Note Loan Party shall be the continuing or surviving Person unless the resulting investment made in connection with a Note Loan Party merging, amalgamating or consolidating merging with a non-Note Loan Party shall otherwise be a Permitted Investment; (ii) (x) any Subsidiary that is a non-Note Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is a non-Note Loan Party, (y) any Subsidiary (other than the Issuerany Borrower) may liquidate or dissolve and (z) the Issuer or any Note Party Borrower or Subsidiary may change its legal form ifandif, with respect to clauses (ii)(yy) and (ii)(zz), the Issuer such Borrower determines in good faith that such action is in the best interest of the Issuer and its Subsidiaries such Borrower and if not materially disadvantageous to the Purchasers Lenders (it being understood that in the case of any change in legal form, the Issuer such Borrower will remain the Issuer 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 Stateshereunder); (iii) any Restricted Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Issuer a Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Note Loan Party, then (x) the transferee must be a Note Loan Party or (y) to the extent constituting an investment, such investment must be a Permitted Investmentpermitted investment pursuant to Section 7.4Investment, so long as (A) no other provision of this Agreement would be violated thereby, (B) such Note Loan Party gives Agent and the Purchasers at least five (5) Business Days’ prior written notice of such merger or consolidationtransactionconsolidation, (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 consolidationtransactionconsolidation; and (iv) so long as no Event of Default has occurred and is continuing or would result therefrom, a merger, consolidation, amalgamation, dissolution, liquidation, consolidation or sale or acquisition of assets, between the target and the Issuerapplicable Borrower, 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 to the extent funded by capital contributions received by Holdings.

Merger, Consolidation, Acquisition and Sale of Assets. (a) Enter into any merger, 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; permit any other Person to consolidate or merge with or liquidate or dissolve into it or sell, 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 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)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 Issuer or HoldingsIssuer) 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 a non-Note Party, (y) any Subsidiary (other than the Issuer) may liquidate or dissolve and (z) the Issuer or any Note Party or Subsidiary may change its legal form ifandand, with respect to clauses (ii)(y) and (ii)(z), the Issuer IssuerHoldings determines in good faith that such action is in the best interest of the Issuer 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 substantially all of its assets (upon voluntary liquidation or otherwise) to the Issuer IssuerHoldings or to another anotherany other Restricted Subsidiary; 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 Investmentpermitted 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 merger or consolidationtransactiontransaction, (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 consolidationtransactiontransaction; and (iv) so long as no Event of Default has occurred and is continuing or would result therefrom, a merger, consolidation, amalgamation, dissolution, liquidation, consolidation or sale or acquisition of assets, between the target and the IssuerIssuerany 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 to the extent funded by capital contributions or the proceeds of the issuance of Equity Interests received by Holdings.

Merger, Consolidation, Acquisition and Sale of Assets. (a) Enter into any merger, 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; permit any other Person to consolidate or merge with or liquidate or dissolve into it or sell, 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 Restricted Subsidiary Note Loan Party (other than Holdingsthe Parent Guarantor) 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)any Borrower; provided that (aA) the Issuer such Borrower shall be the continuing or surviving Person and (bB) 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 Loan Party (other than the Issuer or Holdingsa Borrower) is merging, amalgamating or consolidating with a Restricted Subsidiary, a Note Loan Party shall be the continuing or surviving Person unless the resulting investment made in connection with a Note Loan Party merging, amalgamating or consolidating with a non-Note Loan Party shall otherwise be a Permitted Investment; (ii) (x) any Subsidiary that is a non-Note Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is a non-Note Loan Party, (y) any Subsidiary (other than the Issuerany Borrower) may liquidate or dissolve and (z) the Issuer or any Note Loan Party or Subsidiary may change its legal form ifandand, with respect to clauses (ii)(y) and (ii)(z), the Issuer determines Borrowers determine in good faith that such action is in the best interest of the Issuer Borrowers and its Subsidiaries and if not materially disadvantageous to the Purchasers Lenders (it being understood that in the case of any change in legal form, the Issuer such Borrower will remain the Issuer 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 substantially all of its assets (upon voluntary liquidation or otherwise) to the Issuer a Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Note Loan Party, then (x) the transferee must be a Note Loan Party or (y) to the extent constituting an investment, such investment must be a Permitted Investmentpermitted permitted investment pursuant to Section 7.49.04, so long as (A) no other provision of this Agreement would be violated thereby, (B) such Note Loan Party gives the Administrative Agent and the Purchasers at least five (5) Business Days’ prior written notice of such merger or consolidationtransactiontransaction, (C) no Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (D) the Administrative 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 consolidationtransactiontransaction; and (iv) so long as no Event of Default has occurred and is continuing or would result therefrom, a merger, consolidation, amalgamation, dissolution, liquidation, consolidation or sale or acquisition of assets, between the target and the Issuerapplicable Borrower or Subsidiary, the purpose of which is to effect a Permitted Acquisition, an investment not prohibited by Section 7.4 9.04 or an acquisition of a substantial portion of the assets of any Person to the extent funded by capital contributions received by Holdingsthe Parent Guarantor.

Merger, Consolidation, Acquisition and Sale of Assets. (a) Enter into any merger, consolidationamalgamation, liquidation, dissolution 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; Person or permit any other Person to consolidate with, amalgamate with or merge with or liquidate or dissolve into it or sell, 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 Restricted Subsidiary Note Party (other than Holdingsin respect of any Permitted Acquisition); provided, however, that (A) any wholly-owned Domestic Subsidiary of any Domestic Loan Party may mergebe merged into such Domestic Loan Party or another wholly-owned Domestic Subsidiary of such Domestic Loan Party, amalgamate or may consolidate with (x) the Issuer (including a mergeranother wholly-owned Domestic Subsidiary of such Domestic Loan Party, 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 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) (xB) any wholly-owned Foreign Subsidiary that is a non-Note of any Foreign Loan Party may mergebe merged into such Foreign Loan Party or another wholly-owned Foreign Subsidiary of such Foreign Loan Party, amalgamate or may consolidate with or into any other another wholly-owned Foreign Subsidiary that is a non-Note of such Foreign Loan Party, (y) any Subsidiary (other than the Issuer) may liquidate or dissolve and (z) the Issuer or any Note Party or Subsidiary may change its legal form ifandso long as, with respect to clauses (ii)(y) and (ii)(z), the Issuer determines in good faith that such action is in the best interest of the Issuer and its Subsidiaries and if not materially disadvantageous to the Purchasers (it being understood that in the case of any change transaction described 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); clause (iiiA) any Restricted Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Issuer or to another Restricted Subsidiary; 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 Investmentpermitted investment pursuant to Section 7.4, so long as B): (A1) no other provision of this Agreement would be violated thereby, (B2) such Note Loan Party gives the Agent and the Purchasers at least five (5) Business Days’ 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 consolidationtransactionamalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (C3) no Default or Event of Default shall have occurred and be continuing either before or immediately after giving effect to such transaction, and (D4) Agent’s and Purchasers’ 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 merger, consolidation or consolidationtransaction; amalgamation, (5) no Holding Company may be a party to any such merger, consolidation or amalgamation, (6) in the case of any merger, consolidation or amalgamation involving a Borrower, a Borrower must be the surviving entity in such merger, consolidation or amalgamation and (iv7) 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 joined as a Loan Party hereunder pursuant to a joinder agreement and is a party to a security document and the Equity Interests of such Subsidiary are the subject of a Security Document, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger, consolidation or amalgamation; provided, further, that any Inactive Subsidiary may be dissolved so long as no Event of Default has occurred and is continuing its assets (if any) are distributed to its direct parent or would result therefrom, to 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 to the extent funded by capital contributions received by HoldingsLoan Party.

Merger, Consolidation, Acquisition and Sale of Assets. (a) Enter into any merger, consolidation, liquidation, dissolution 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; Person or consummate an LLC Division or permit any other Person to consolidate with or merge or amalgamate with or liquidate or dissolve into it or sellit, 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 except (i) any Restricted Subsidiary Note Loan Party (other than Holdings) may merge, amalgamate the Debtors 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 any other Restricted Subsidiaries; provided that when any Person Subsidiary that is not a Note Loan Party (other than the Issuer Insurance Subsidiary) may consolidate or Holdings) merge into another Loan Party which is mergingwholly-owned by one or more of the other Loan Parties so long as such Loan Party is the survivor, 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) Excluded Subsidiaries (xother than the Insurance Subsidiary) any Subsidiary that is a non-Note Party may merge, amalgamate consolidate or consolidate with or merge into any other Subsidiary that is a non-Note PartyExcluded Subsidiaries (other than the Insurance Subsidiary), (yiii) Foreign Excluded Subsidiaries may consolidate or merge into another such Foreign Excluded Subsidiary, (iv) any Subsidiary (other than the IssuerInsurance Subsidiary and other than any Foreign Subsidiary) may liquidate merge into the Company so long as the Company is the survivor, (v) any Subsidiary of the Company permitted to consolidate or dissolve and (z) merge with the Issuer Company or any Note Party or another Subsidiary may change its legal form ifand, with respect of the Company pursuant to clauses (ii)(yi)-(iv) and (ii)(z)above may, instead of consolidating or merging with the Issuer determines in good faith that such action is in the best interest of 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 formCompany or another Subsidiary, 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 substantially transfer all of its assets (upon voluntary liquidation or otherwise) to the Issuer 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 Restricted such Foreign Excluded Subsidiary; provided that if , and the transferor 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 such a transaction is a Note Party, then (x) the transferee must be a Note Party or (y) MI to the extent constituting Company; and (vii) any Subsidiary may merge, consolidate or amalgamate with any other Person in order to effect an investment, such investment must be a Permitted Investmentpermitted investment Investment permitted pursuant to Section 7.4; provided that the continuing or surviving Person shall be a Subsidiary, 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 which 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, complied with the existence, perfection and priority requirements of any Lien thereon, are not adversely affected by such merger or consolidationtransaction; and (iv) so long as no Event of Default has occurred and is continuing or 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 to the extent funded by capital contributions received by HoldingsSections 7.12.

Merger, Consolidation, Acquisition and Sale of Assets. (a) Enter into any merger, consolidationamalgamation, liquidation, dissolution 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; Person or permit any other Person to consolidate with, amalgamate with or merge with or liquidate or dissolve into it or sell, 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 Restricted Subsidiary Note Party (other than Holdingsin respect of any Permitted Acquisition); provided, however, that (A) any wholly-owned Domestic Subsidiary of any Domestic Loan Party may mergebe merged into such Domestic Loan Party or another wholly-owned Domestic Subsidiary of such Domestic Loan Party, amalgamate or may consolidate with (x) the Issuer (including a mergeranother wholly-owned Domestic Subsidiary of such Domestic Loan Party, 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 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) (xB) any wholly-owned Foreign Subsidiary that is a non-Note of any Foreign Loan Party may mergebe merged into such Foreign Loan Party or another wholly-owned Foreign Subsidiary of such Foreign Loan Party, amalgamate or may consolidate with or into any other another wholly-owned Foreign Subsidiary that is a non-Note of such Foreign Loan Party, (y) any Subsidiary (other than the Issuer) may liquidate or dissolve and (z) the Issuer or any Note Party or Subsidiary may change its legal form ifandso long as, with respect to clauses (ii)(y) and (ii)(z), the Issuer determines in good faith that such action is in the best interest of the Issuer and its Subsidiaries and if not materially disadvantageous to the Purchasers (it being understood that in the case of any change transaction described 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); clause (iiiA) any Restricted Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Issuer or to another Restricted Subsidiary; 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 Investmentpermitted investment pursuant to Section 7.4, so long as B): (A1) no other provision of this Agreement would be violated thereby, (B2) such Note Loan Party gives the Agent and the Purchasers at least five (5) Business Days’ 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 consolidationtransactionamalgamation to be filed with each appropriate Secretary of State (with a copy as filed promptly after such filing), (C3) 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, and (D4) Agent’s and Purchasers’ 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 merger, consolidation or consolidationtransaction; amalgamation, (5) no Holding Company may be a party to any such merger, consolidation or amalgamation, (6) in the case of any merger, consolidation or amalgamation involving a Borrower, a Borrower must be the surviving entity in such merger, consolidation or amalgamation and (iv7) 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 joined as a Loan Party hereunder pursuant to a joinder agreement and is a party to a security document and the Equity Interests of such Subsidiary are the subject of a Security Document, in each case, which is in full force and effect on the date of and immediately after giving effect to such merger, consolidation or amalgamation; provided, further, that any Inactive Subsidiary or SMTC Dongguan may be dissolved so long as no Event of Default has occurred and is continuing its assets (if any) are distributed to its direct parent or would result therefrom, to 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 to the extent funded by capital contributions received by HoldingsLoan Party.

Merger, Consolidation, Acquisition and Sale of Assets. (a) Enter into any merger, consolidation, liquidation, dissolution 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; Person or consummate an LLC Division or permit any other Person to consolidate with or merge or amalgamate with or liquidate or dissolve into it or sellit, 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 except (i) any Restricted Subsidiary Note Loan Party (other than Holdings) may merge, amalgamate the Company 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 any other Restricted Subsidiaries; provided that when any Person Subsidiary that is not a Note Loan Party (other than the Issuer Insurance Subsidiary) may consolidate or Holdings) merge into another Loan Party which is mergingwholly-owned by one or more of the other Loan Parties so long as such Loan Party is the survivor, 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) Excluded Subsidiaries (xother than the Insurance Subsidiary) any Subsidiary that is a non-Note Party may merge, amalgamate consolidate or consolidate with or merge into any other Subsidiary that is a non-Note PartyExcluded Subsidiaries (other than the Insurance Subsidiary), (yiii) Foreign Excluded Subsidiaries may consolidate or merge into another such Foreign Excluded Subsidiary, (iv) any Subsidiary (other than the IssuerInsurance Subsidiary and other than any Foreign Subsidiary) may liquidate merge into the Company so long as the Company is the survivor, (v) any Subsidiary of the Company permitted to consolidate or dissolve and (z) merge with the Issuer Company or any Note Party or another Subsidiary may change its legal form ifand, with respect of the Company pursuant to clauses (ii)(yi)-(iv) and (ii)(z)above may, instead of consolidating or merging with the Issuer determines in good faith that such action is in the best interest of 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 formCompany or another Subsidiary, 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 substantially transfer all of its assets (upon voluntary liquidation or otherwise) to the Issuer 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 Restricted such Foreign Excluded Subsidiary; provided that if , and the transferor 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 such a transaction is a Note Party, then (x) the transferee must be a Note Party or (y) MI to the extent constituting Company; and (vii) any Subsidiary may merge, consolidate or amalgamate with any other Person in order to effect an investment, such investment must be a Permitted Investmentpermitted investment Investment permitted pursuant to Section 7.4; provided that the continuing or surviving Person shall be a Subsidiary, 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 which 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, complied with the existence, perfection and priority requirements of any Lien thereon, are not adversely affected by such merger or consolidationtransaction; and (iv) so long as no Event of Default has occurred and is continuing or 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 to the extent funded by capital contributions received by HoldingsSections 7.12.