Common use of Merger, Consolidation; Asset Sales Clause in Contracts

Merger, Consolidation; Asset Sales. The Borrower will not, and will not permit any of its Subsidiaries to, (a) wind up, liquidate or dissolve its affairs, (b) enter into any transaction of merger or consolidation, (c) make or otherwise effect any Asset Sale, or (d) agree to do any of the foregoing at any future time, except that the following shall be permitted: (i) a Subsidiary of the Borrower may merge with the Borrower, provided that the surviving Person in any such merger shall be the Borrower; (ii) any Subsidiary of the Borrower may merge with another Subsidiary of the Borrower; (iii) any Subsidiary of the Borrower may merge with any Person (other than the Borrower or any other Subsidiary of the Borrower), provided that (A) the surviving Person in any such merger shall be such Subsidiary and (B) immediately before and after such merger there shall not exist any Default or Event of Default; (iv) the Borrower may merge with any Person (other than a Subsidiary of the Borrower), provided that (A) the surviving Person in any such merger shall be the Borrower and (B) immediately before and after such merger there shall not exist any Default or Event of Default; (v) any Subsidiary of the Borrower may make or effect any Asset Sale to the Borrower or another Wholly-Owned Subsidiary of the Borrower; (vi) the Borrower may wind up, voluntarily liquidate or dissolve any Subsidiary if (A) such Subsidiary is not a “Significant Subsidiary” (as defined in Regulation S-X under the 1933 Act), and (B) the winding up, voluntary liquidation or dissolution of such Subsidiary will not result in an Event of Default hereunder or otherwise have a Material Adverse Effect; (vii) in addition to any Asset Sale permitted pursuant to any other subpart in this Section 8.2, the Borrower and its Subsidiaries may make or effect other Asset Sales so long as (A) the aggregate amount (based upon the fair market value of the assets) of all Property sold or otherwise disposed pursuant to all such Asset Sales on and after the Closing Date does not constitute a Substantial Portion of the Property of the Borrower and its Subsidiaries at the time of and after giving effect to any such Asset Sale and (B) at least 80% of the total consideration received by the Borrower or any of its Subsidiaries, as applicable, for such Asset Sale or series of Asset Sales consists of cash or Cash Equivalents; (viii) the Borrower and its Subsidiaries shall be permitted to create, incur, assume and suffer to exist Liens permitted pursuant to Section 8.3; and (ix) the Borrower and its Subsidiaries shall be permitted to make and dispose of the Investments permitted pursuant to Section 8.4.

Merger, Consolidation; Asset Sales. The Borrower will not, and will not permit any of its Subsidiaries to, (a) wind up, liquidate or dissolve its affairs, (b) enter into any transaction of merger or consolidation, (c) make or otherwise effect any Asset Sale, or (d) agree to do any of the foregoing at any future time, except that the following shall be permitted: (i) a Subsidiary of the Borrower may merge with the Borrower, provided that the surviving Person in any such merger shall be the Borrower; (ii) any Subsidiary of the Borrower may merge with another Subsidiary of the Borrower; (iii) any Subsidiary of the Borrower may merge with any Person (other than the Borrower or any other Subsidiary of the Borrower), provided that (A) the surviving Person in any such merger shall be such Subsidiary and (B) immediately before and after such merger there shall not exist any Potential Default or Event of Default; (iv) the Borrower may merge with any Person (other than a Subsidiary of the Borrower), provided that (A) the surviving Person in any such merger shall be the Borrower and (B) immediately before and after such merger there shall not exist any Potential Default or Event of Default; (v) any Subsidiary of the Borrower may make or effect any Asset Sale to the Borrower or another Wholly-Owned Subsidiary of the Borrower; (vi) the Borrower may wind up, voluntarily liquidate or dissolve any Subsidiary if (A) such Subsidiary is not a “Significant Subsidiary” (as defined in Rule 1-02 of Regulation S-X under the 1933 Act), and (B) the winding up, voluntary liquidation or dissolution of such Subsidiary will not result in an Event of Default hereunder or otherwise have a Material Adverse Effect; (vii) in addition to any Asset Sale permitted pursuant to any other subpart in this Section 8.27.2.3, the Borrower and its Subsidiaries may make or effect other Asset Sales so long as (A) the aggregate amount (based upon the fair market value of the assets) of all Property sold or otherwise disposed pursuant to all such Asset Sales on and after the Closing Date does not constitute a Substantial Portion of the Property of the Borrower and its Subsidiaries at the time of and after giving effect to any such Asset Sale and (B) at least 80% of the total consideration received by the Borrower or any of its Subsidiaries, as applicable, for such Asset Sale or series of Asset Sales consists of cash or Cash Equivalents; (viii) the Borrower and its Subsidiaries shall be permitted to create, incur, assume and suffer to exist Liens permitted pursuant to Section 8.37.2.2 [Liens]; and (ix) the Borrower and its Subsidiaries shall be permitted to make and dispose of the Investments permitted pursuant to Section 8.47.2.5 [Investments].

Merger, Consolidation; Asset Sales. The Borrower will not, and will not permit any of its Subsidiaries to, (a) wind up, liquidate or dissolve its affairs, (b) enter into any transaction of merger or consolidation, (c) make or otherwise effect any Asset Sale, or (d) agree to do any of the foregoing at any future time, except that the following shall be permitted: (i) a Subsidiary of the Borrower (other than the Utility) may merge with the Borrower, provided that the surviving Person in any such merger shall be the Borrower; (ii) any Subsidiary of the Borrower may merge with another Subsidiary of the Borrower, provided that the surviving Person in any such merger involving the Utility shall be the Utility; (iii) any Subsidiary of the Borrower may merge with any Person (other than the Borrower or any other Subsidiary of the Borrower), provided that (A) the surviving Person in any such merger shall be such Subsidiary and (B) immediately before and after such merger there shall not exist any Default or Event of Default; (iv) the Borrower may merge with any Person (other than a Subsidiary of the Borrower), provided that (A) the surviving Person in any such merger shall be the Borrower and (B) immediately before and after such merger there shall not exist any Default or Event of Default; (v) any Subsidiary of the Borrower may make or effect any Asset Sale to the Borrower or another Wholly-Owned Subsidiary of the Borrower, provided that the Utility shall not make or effect an Asset Sale of all or substantially all of its assets to any Person; (vi) the Borrower may wind up, voluntarily liquidate or dissolve any Subsidiary if (A) such Subsidiary is not a “Significant Subsidiary” (as defined in Regulation S-X under the 1933 Act), and (B) the winding up, voluntary liquidation or dissolution of such Subsidiary will not result in an Event of Default hereunder or otherwise have a Material Adverse Effect; (vii) in addition to any Asset Sale permitted pursuant to any other subpart in this Section 8.2, the Borrower and its Subsidiaries may make or effect other Asset Sales so long as as, (A) with respect to any such Asset Sale made or effected by the Borrower or any of its Subsidiaries other than the Utility and Subsidiaries of the Utility, such Asset Sale does not consist of a sale, lease, transfer or other disposition of all or substantially all of the Property of the Borrower or such Subsidiary to any other Person, (B) with respect to any such Asset Sale made or effected by the Utility or any of its Subsidiaries, the aggregate amount (based upon the fair market value of the assets) of all Property sold or otherwise disposed pursuant to all such Asset Sales on and after the Closing Date does not constitute a Substantial Portion of the Property of the Borrower and its Subsidiaries at the time of and after giving effect to any such Asset Sale Sale, and (BC) at least 80% of the total consideration received by the Borrower or any of its Subsidiaries, as applicable, for any such Asset Sale or series of Asset Sales consists of cash or Cash Equivalents; (viii) the Borrower and its Subsidiaries shall be permitted to create, incur, assume and suffer to exist Liens permitted pursuant to Section 8.3; and; (ix) the Borrower and its Subsidiaries shall be permitted to make and dispose of the Investments permitted pursuant to Section 8.4; and (x) the Utility shall be permitted to sell or otherwise dispose of its transmission assets to regional transmission operators if required to do so by a Governmental Authority or pursuant to a federal, state or local statute (or any regulations promulgated thereunder) or other applicable law.