Common use of Merger, Consolidation Clause in Contracts

Merger, Consolidation. The Borrower will not, and will not permit or cause any of its Subsidiaries to, liquidate, wind up or dissolve, or enter into any consolidation, merger or other combination, or agree to do any of the foregoing; provided, however, that: (i) the Borrower may merge or consolidate with another Person so long as (x) the Borrower is the surviving entity, (y) unless such other Person is a Wholly Owned Subsidiary immediately prior to giving effect thereto, such merger or consolidation shall constitute a Permitted Acquisition and the applicable conditions and requirements of Sections 6.8 and 6.9 shall be satisfied, and (z) immediately after giving effect thereto, no Default or Event of Default would exist; (ii) any Subsidiary may merge or consolidate with another Person so long as (x) the surviving entity is the Borrower or a Subsidiary Guarantor, (y) unless such other Person is a Wholly Owned Subsidiary immediately prior to giving effect thereto, such merger or consolidation shall constitute a Permitted Acquisition and the applicable conditions and requirements of Sections 6.8 and 6.9 shall be satisfied, and (z) immediately after giving effect thereto, no Default or Event of Default would exist; and (iii) any Subsidiary may liquidate, wind up or dissolve so long as (x) such Subsidiary transfers all of its assets to the Borrower or a Subsidiary Guarantor prior to such liquidation, winding up or dissolution and (y) immediately after giving effect thereto, no Default or Event of Default would exist.

Merger, Consolidation. The Borrower will not, and will not permit or cause any of its Subsidiaries to, liquidate, wind up or dissolve, or enter into any consolidation, amalgamation, merger or other combination, or agree to do any of the foregoing; provided, however, thatthat so long as no Default or Event of Default has occurred and is continuing or would result therefrom: (i) any Subsidiary of the Borrower may merge merge, consolidate or amalgamate with, or be liquidated into, (x) the Borrower (so long as the Borrower is the surviving or continuing entity) or (y) any other Subsidiary of the Borrower (so long as, if either Person is a Subsidiary Guarantor, the surviving Person is a Subsidiary Guarantor, and if either Person is a Wholly Owned Subsidiary, the surviving Person is a Wholly Owned Subsidiary); (ii) the Borrower may merge, consolidate or amalgamate with another Person (other than another Credit Party), so long as (xy) the Borrower is the surviving entity, and (yz) unless if such other Person is a Wholly Owned Subsidiary immediately prior to giving effect theretomerger, such merger consolidation or consolidation shall constitute a Permitted Acquisition and amalgamation constitutes an Acquisition, the applicable conditions and requirements of Sections 6.8 5.11 and 6.9 shall be 7.5 are satisfied, and (z) immediately after giving effect thereto, no Default or Event of Default would exist; (ii) any Subsidiary may merge or consolidate with another Person so long as (x) the surviving entity is the Borrower or a Subsidiary Guarantor, (y) unless such other Person is a Wholly Owned Subsidiary immediately prior to giving effect thereto, such merger or consolidation shall constitute a Permitted Acquisition and the applicable conditions and requirements of Sections 6.8 and 6.9 shall be satisfied, and (z) immediately after giving effect thereto, no Default or Event of Default would exist; and (iii) to the extent not otherwise permitted under the foregoing clauses, any Subsidiary may liquidatethat has sold, wind up transferred or dissolve so long as (x) such Subsidiary transfers otherwise disposed of all or substantially all of its assets to the Borrower in connection with an Asset Disposition permitted under this Agreement and no longer conducts any active trade or a Subsidiary Guarantor prior to such liquidationbusiness may be liquidated, winding wound up or dissolution and (y) immediately after giving effect thereto, no Default or Event of Default would existdissolved.

Merger, Consolidation. The Borrower will not, and will not permit or cause any of its Subsidiaries to, liquidate, wind up or dissolve, or enter into any consolidation, amalgamation, merger or other combination, or agree to do any of the foregoing; provided, however, thatexcept: (i) any Subsidiary of the Borrower (other than any Guarantor) may merge, consolidate or amalgamate with, or be liquidated into, (x) the Borrower (so long as the Borrower is the surviving or continuing entity), (y) any other Subsidiary of the Borrower (other than any Guarantor unless the surviving or continuing entity is a Guarantor) or (z) so long as no Event of Default has occurred and is continuing or would result therefrom, any other Person, to the extent such merger, consolidation or amalgamation is not prohibited by Section 7.4 and, if either Person is a Wholly Owned Subsidiary, then the surviving Person is a Wholly Owned Subsidiary; (ii) so long as no Event of Default has occurred and is continuing or would result therefrom, the Borrower may merge merge, consolidate or consolidate amalgamate with another Person Person, so long as (x) the Borrower is the surviving entity, (y) unless such other Person is a Wholly Owned Subsidiary immediately prior to giving effect thereto, such merger or consolidation shall constitute a Permitted Acquisition and the applicable conditions and requirements of Sections 6.8 and 6.9 shall be satisfied, and (z) immediately after giving effect thereto, no Default or Event of Default would exist; (ii) any Subsidiary may merge or consolidate with another Person so long as (x) the surviving entity is the Borrower or a Subsidiary Guarantor, (y) unless such other Person is a Wholly Owned Subsidiary immediately prior to giving effect thereto, such merger or consolidation shall constitute a Permitted Acquisition and the applicable conditions and requirements of Sections 6.8 and 6.9 shall be satisfied, and (z) immediately after giving effect thereto, no Default or Event of Default would exist; and (iii) to the extent not otherwise permitted under the foregoing clauses, any Subsidiary may liquidatethat has sold, wind up transferred or dissolve so long as (x) such Subsidiary transfers otherwise disposed of all or substantially all of its assets to the Borrower in connection with a transaction permitted under this Agreement and/or no longer conducts any active trade or a Subsidiary Guarantor prior to such liquidationbusiness may be liquidated, winding wound up or dissolution and (y) immediately after giving effect thereto, no Default dissolved or Event of Default would existmay otherwise cease to exist pursuant to a transaction not prohibited by this Agreement.

Merger, Consolidation. The Each Borrower will not, and will not permit or cause any of its Subsidiaries to, liquidate, wind up or dissolve, or enter into any consolidation, amalgamation, merger or other combination, or agree to do any of the foregoing; provided, however, thatexcept: (i) any Subsidiary of the Parent Borrower (other than the Subsidiary Borrower or any Guarantor) may merge, consolidate or amalgamate with, or be liquidated into, (x) a Borrower (so long as such Borrower is the surviving or continuing entity), (y) any other Subsidiary of the Parent Borrower (other than (A) the Subsidiary Borrower or (B) any Guarantor unless (in the case of this clause (B) only) the surviving or continuing entity is a Guarantor) or (z) so long as no Event of Default has occurred and is continuing or would result therefrom, any other Person, to the extent such merger, consolidation or amalgamation is not prohibited by Section 7.4 and, if either Person is a Wholly Owned Subsidiary, then the surviving Person is a Wholly Owned Subsidiary; (ii) so long as no Event of Default has occurred and is continuing or would result therefrom, any Borrower may merge merge, consolidate or consolidate amalgamate with another Person (other than the Parent Borrower or any Subsidiary thereof), so long as (x) the such Borrower is the surviving entity, (y) unless such other Person is a Wholly Owned Subsidiary immediately prior to giving effect thereto, such merger or consolidation shall constitute a Permitted Acquisition and the applicable conditions and requirements of Sections 6.8 and 6.9 shall be satisfied, and (z) immediately after giving effect thereto, no Default or Event of Default would exist; (ii) any Subsidiary may merge or consolidate with another Person so long as (x) the surviving entity is the Borrower or a Subsidiary Guarantor, (y) unless such other Person is a Wholly Owned Subsidiary immediately prior to giving effect thereto, such merger or consolidation shall constitute a Permitted Acquisition and the applicable conditions and requirements of Sections 6.8 and 6.9 shall be satisfied, and (z) immediately after giving effect thereto, no Default or Event of Default would exist; and (iii) to the extent not otherwise permitted under the foregoing clauses, any Subsidiary may liquidatethat has sold, wind up transferred or dissolve so long as (x) such Subsidiary transfers otherwise disposed of all or substantially all of its assets to the Borrower in connection with a transaction permitted under this Agreement and/or no longer conducts any active trade or a Subsidiary Guarantor prior to such liquidationbusiness may be liquidated, winding wound up or dissolution and dissolved or may otherwise cease to exist pursuant to a transaction not prohibited by this Agreement; and. (yiv) immediately after giving effect thereto, no Default or Event any of Default would existthe Trust Options may be exercised.

Merger, Consolidation. The Each Borrower will not, and will not permit or cause any of its Subsidiaries to, liquidate, wind up or dissolve, or enter into any consolidation, amalgamation, merger or other combination, or agree to do any of the foregoing; provided, however, thatexcept: (i) any Subsidiary of the Parent Borrower (other than the Subsidiary Borrower or any Guarantor) may merge, consolidate or amalgamate with, or be liquidated into, (x) a Borrower (so long as such Borrower is the surviving or continuing entity), (y) any other Subsidiary of the Parent Borrower (other than (A) the Subsidiary Borrower or (B) any Guarantor unless (in the case of this clause (B) only) the surviving or continuing entity is a Guarantor) or (z) so long as no Event of Default has occurred and is continuing or would result therefrom, any other Person, to the extent such merger, consolidation or amalgamation is not prohibited by Section 7.4 and, if either Person is a Wholly Owned Subsidiary, then the surviving Person is a Wholly Owned Subsidiary; (ii) so long as no Event of Default has occurred and is continuing or would result therefrom, any Borrower may merge merge, consolidate or consolidate amalgamate with another Person (other than the Parent Borrower or any Subsidiary thereof), so long as (x) the such Borrower is the surviving entity, (y) unless such other Person is a Wholly Owned Subsidiary immediately prior to giving effect thereto, such merger or consolidation shall constitute a Permitted Acquisition and the applicable conditions and requirements of Sections 6.8 and 6.9 shall be satisfied, and (z) immediately after giving effect thereto, no Default or Event of Default would exist; (iiiii) to the extent not otherwise permitted under the foregoing clauses, any Subsidiary that has sold, transferred or otherwise disposed of all or substantially all of its assets in connection with a transaction permitted under this Agreement and/or no longer conducts any active trade or business may merge be liquidated, wound up or consolidate with another Person so long as (x) the surviving entity is the Borrower dissolved or may otherwise cease to exist pursuant to a Subsidiary Guarantor, (y) unless such other Person is a Wholly Owned Subsidiary immediately prior to giving effect thereto, such merger or consolidation shall constitute a Permitted Acquisition and the applicable conditions and requirements of Sections 6.8 and 6.9 shall be satisfied, and (z) immediately after giving effect thereto, no Default or Event of Default would existtransaction not prohibited by this Agreement; and (iiiiv) any Subsidiary of the Trust Options may liquidate, wind up or dissolve so long as (x) such Subsidiary transfers all of its assets to the Borrower or a Subsidiary Guarantor prior to such liquidation, winding up or dissolution and (y) immediately after giving effect thereto, no Default or Event of Default would existbe exercised.

Merger, Consolidation. The Borrower will not, and will not permit or cause any of its Subsidiaries to, liquidate, wind up or dissolve, or enter into any consolidation, amalgamation, merger or other combination, or agree to do any of the foregoing; provided, however, thatexcept: (i) any Subsidiary of the Borrower (other than any Guarantor) may merge, consolidate or amalgamate with, or be liquidated into, (x) the Borrower (so long as the Borrower is the surviving or continuing entity), (y) any other Subsidiary of the Borrower (other than any Guarantor unless the surviving or continuing entity is a Guarantor) or (z) so long as no Event of Default has occurred and is continuing or would result therefrom, any other Person, to the extent such merger, consolidation or amalgamation is not prohibited by Section 7.4 and, if either Person is a Wholly Owned Subsidiary, then the surviving Person is a Wholly Owned Subsidiary; (ii) so long as no Event of Default has occurred and is continuing or would result therefrom, the Borrower may merge merge, consolidate or consolidate amalgamate with another Person (other than the Borrower or any Subsidiary thereof), so long as (x) the Borrower is the surviving entity, (y) unless such other Person is a Wholly Owned Subsidiary immediately prior to giving effect thereto, such merger or consolidation shall constitute a Permitted Acquisition and the applicable conditions and requirements of Sections 6.8 and 6.9 shall be satisfied, and (z) immediately after giving effect thereto, no Default or Event of Default would exist; (ii) any Subsidiary may merge or consolidate with another Person so long as (x) the surviving entity is the Borrower or a Subsidiary Guarantor, (y) unless such other Person is a Wholly Owned Subsidiary immediately prior to giving effect thereto, such merger or consolidation shall constitute a Permitted Acquisition and the applicable conditions and requirements of Sections 6.8 and 6.9 shall be satisfied, and (z) immediately after giving effect thereto, no Default or Event of Default would exist; and (iii) to the extent not otherwise permitted under the foregoing clauses, any Subsidiary may liquidatethat has sold, wind up transferred or dissolve so long as (x) such Subsidiary transfers otherwise disposed of all or substantially all of its assets to the Borrower in connection with a transaction permitted under this Agreement and/or no longer conducts any active trade or a Subsidiary Guarantor prior to such liquidationbusiness may be liquidated, winding wound up or dissolution and (y) immediately after giving effect thereto, no Default dissolved or Event of Default would existmay otherwise cease to exist pursuant to a transaction not prohibited by this Agreement.

Merger, Consolidation. The Each Borrower will not, and will not permit or cause any of its Subsidiaries to, liquidate, wind up or dissolve, or enter into any consolidation, amalgamation, merger or other combination, or agree to do any of the foregoing; provided, however, thatthat so long as no Default or Event of Default has occurred and is continuing or would result therefrom: (i) the any Subsidiary of any Borrower may merge merge, consolidate or amalgamate with, or be liquidated into, (x) such Borrower (so long as such Borrower is the surviving or continuing entity, provided that if the Parent is a party thereto, the Parent shall be the surviving or continuing entity) or (y) any other Subsidiary of such Borrower (so long as, if either Person is a Subsidiary Guarantor, the surviving Person is a Subsidiary Guarantor, and if either Person is a Wholly Owned Subsidiary, the surviving Person is a Wholly Owned Subsidiary); (ii) any Borrower may merge, consolidate or amalgamate with another Person (other than another Credit Party), so long as (xy) the such Borrower is the surviving entity, and (yz) unless if such other Person is a Wholly Owned Subsidiary immediately prior to giving effect theretomerger, such merger consolidation or consolidation shall constitute a Permitted Acquisition and amalgamation constitutes an Acquisition, the applicable conditions and requirements of Sections 6.8 5.10 and 6.9 shall be 7.5 are satisfied, and (z) immediately after giving effect thereto, no Default or Event of Default would exist; (ii) any Subsidiary may merge or consolidate with another Person so long as (x) the surviving entity is the Borrower or a Subsidiary Guarantor, (y) unless such other Person is a Wholly Owned Subsidiary immediately prior to giving effect thereto, such merger or consolidation shall constitute a Permitted Acquisition and the applicable conditions and requirements of Sections 6.8 and 6.9 shall be satisfied, and (z) immediately after giving effect thereto, no Default or Event of Default would exist; and (iii) to the extent not otherwise permitted under the foregoing clauses, any Subsidiary may liquidatethat has sold, wind up transferred or dissolve so long as (x) such Subsidiary transfers otherwise disposed of all or substantially all of its assets to the Borrower in connection with an Asset Disposition permitted under this Agreement and no longer conducts any active trade or a Subsidiary Guarantor prior to such liquidationbusiness may be liquidated, winding wound up or dissolution and (y) immediately after giving effect thereto, no Default or Event of Default would existdissolved.

Merger, Consolidation. The Borrower will not, and will not permit or cause any of its Subsidiaries to, liquidate, wind up or dissolve, or enter into any consolidation, merger or other combination, or agree to do any of the foregoing; provided, however, thatthat so long as no Default or Event of Default has occurred and is continuing or would result therefrom: (i) any Subsidiary of the Borrower may merge or consolidate with, or be liquidated into, (x) the Borrower (so long as the Borrower is the surviving or continuing entity) or (y) any other Subsidiary of the Borrower (so long as, if either Person is a Subsidiary Guarantor, the surviving Person is a Subsidiary Guarantor, and if either Person is a Wholly Owned Subsidiary, the surviving Person is a Wholly Owned Subsidiary); (ii) the Borrower may merge or consolidate with another Person (other than another Credit Party), so long as (xy) the Borrower is the surviving entity, and (yz) unless such other Person is a Wholly Owned Subsidiary immediately prior to giving effect thereto, such merger or consolidation shall constitute constitutes a Permitted Acquisition and the applicable conditions and requirements of Sections 6.8 5.10 and 6.9 shall be 5.11 are satisfied, and (z) immediately after giving effect thereto, no Default or Event of Default would exist; (ii) any Subsidiary may merge or consolidate with another Person so long as (x) the surviving entity is the Borrower or a Subsidiary Guarantor, (y) unless such other Person is a Wholly Owned Subsidiary immediately prior to giving effect thereto, such merger or consolidation shall constitute a Permitted Acquisition and the applicable conditions and requirements of Sections 6.8 and 6.9 shall be satisfied, and (z) immediately after giving effect thereto, no Default or Event of Default would exist; and (iii) to the extent not otherwise permitted under the foregoing clauses, any Wholly Owned Subsidiary may liquidatethat has sold, wind up transferred or dissolve so long as (x) such Subsidiary transfers otherwise disposed of all or substantially all of its assets to the Borrower in connection with an Asset Disposition permitted under this Agreement and no longer conducts any active trade or a Subsidiary Guarantor prior to such liquidationbusiness may be liquidated, winding wound up or dissolution and (y) immediately after giving effect thereto, no Default or Event of Default would existdissolved.

Merger, Consolidation. The Borrower Company will not, and will not permit or cause any of its Subsidiaries to, liquidate, wind up or dissolve, or enter into any consolidation, merger or other combination, or agree to do any of the foregoing; provided, however, that: (i) any Wholly Owned Subsidiary of the Borrower Company may merge or consolidate with another Person so long as with, or be liquidated into, (x) the Borrower Company (so long as the Company is the surviving or continuing entity, ) or (y) unless such any other Person is a Wholly Owned Subsidiary immediately prior (so long as, if either constituent entity is a Subsidiary Guarantor, the surviving or continuing entity is a Subsidiary Guarantor), and in each case so long as no Event of Noncompliance has occurred and is continuing or would result therefrom; provided, however, that no Subsidiary acquired or established pursuant to giving effect thereto, such merger or consolidation shall constitute a Permitted Acquisition and that is required to be maintained as a separate Subsidiary pursuant to the applicable conditions and requirements definition of Sections 6.8 and 6.9 Permitted Acquisition shall be satisfiedpermitted to be involved in such a merger, and (z) immediately after giving effect thereto, no Default consolidation or Event of Default would exist;liquidation; and (ii) to the extent not otherwise permitted under the foregoing clauses, any Subsidiary may merge or consolidate with another Person so long as (x) the surviving entity is the Borrower or a Subsidiary Guarantor, (y) unless such other Person is a Wholly Owned Subsidiary immediately prior to giving effect theretothat has sold, such merger transferred or consolidation shall constitute a Permitted Acquisition and the applicable conditions and requirements otherwise disposed of Sections 6.8 and 6.9 shall be satisfied, and (z) immediately after giving effect thereto, no Default all or Event of Default would exist; and (iii) any Subsidiary may liquidate, wind up or dissolve so long as (x) such Subsidiary transfers substantially all of its assets to the Borrower in connection with an Asset Disposition permitted under this Agreement and no longer conducts any active trade or a Subsidiary Guarantor prior to such liquidationbusiness may be liquidated, winding wound up or dissolution and (y) immediately after giving effect theretodissolved, so long as no Default or Event of Default Noncompliance has occurred and is continuing or would existresult therefrom.

Merger, Consolidation. The Borrower will not, and will not permit or cause any of its Subsidiaries to, liquidate, wind up or dissolve, or enter into any consolidation, merger or other combination, or agree to do any of the foregoing; provided, however, thatthat so long as no Default or Event of Default has occurred and is continuing or would result therefrom: (i) any Subsidiary of the Borrower may merge or consolidate with, or be liquidated into, (x) the Borrower (so long as the Borrower is the surviving or continuing entity) or (y) any other Subsidiary of the Borrower (so long as, if either Person is a Subsidiary Guarantor, the surviving Person is a Subsidiary Guarantor, and if either Person is a Wholly Owned Subsidiary, the surviving Person is a Wholly Owned Subsidiary; (ii) the Borrower may merge or consolidate with another Person (other than another Credit Party), so long as (xy) the Borrower is the surviving entity, and (yz) unless such other Person is a Wholly Owned Subsidiary immediately prior to giving effect thereto, such merger or consolidation shall constitute constitutes a Permitted Acquisition and the applicable conditions and requirements of Sections 6.8 5.10 and 6.9 shall be 5.11 are satisfied, and (z) immediately after giving effect thereto, no Default or Event of Default would exist; (ii) any Subsidiary may merge or consolidate with another Person so long as (xiii) the surviving entity is NYBOT Merger may be consummated in accordance with the Borrower or a Subsidiary Guarantorterms of the Merger Agreement subject to amendments, (y) unless such other Person is a Wholly Owned Subsidiary immediately prior to giving effect thereto, such merger or consolidation shall constitute a Permitted Acquisition consents and waivers permitted by the applicable conditions and requirements express terms of Sections 6.8 and 6.9 shall be satisfied, and (z) immediately after giving effect thereto, no Default or Event of Default would existthis Agreement; and (iiiiv) to the extent not otherwise permitted under the foregoing clauses, any Wholly Owned Subsidiary may liquidatethat has sold, wind up transferred or dissolve so long as (x) such Subsidiary transfers otherwise disposed of all or substantially all of its assets to the Borrower in connection with an Asset Disposition permitted under this Agreement and no longer conducts any active trade or a Subsidiary Guarantor prior to such liquidationbusiness may be liquidated, winding wound up or dissolution and (y) immediately after giving effect thereto, no Default or Event of Default would existdissolved.

Merger, Consolidation. The Borrower will not, and will not permit or cause any of its Subsidiaries to, liquidate, wind up or dissolve, or enter into any consolidation, amalgamation, merger or other combination, or agree to do any of the foregoing; provided, however, thatthat so long as no Default or Event of Default has occurred and is continuing or would result therefrom: (i) any Subsidiary of the Borrower may merge merge, consolidate or amalgamate with, or be liquidated into, (x) the Borrower (so long as the Borrower is the surviving or continuing entity) or (y) any other Subsidiary of the Borrower (so long as, if either Person is a Subsidiary Guarantor, the surviving Person is a Subsidiary Guarantor, and if either Person is a Wholly Owned Subsidiary, the surviving Person is a Wholly Owned Subsidiary; (ii) the Borrower may merge, consolidate or amalgamate with another Person (other than another Credit Party), so long as (xy) the Borrower is the surviving entity, and (yz) unless if such other Person is a Wholly Owned Subsidiary immediately prior to giving effect theretomerger, such merger consolidation or consolidation shall constitute a Permitted Acquisition and amalgamation constitutes an Acquisition, the applicable conditions and requirements of Sections 6.8 5.10 and 6.9 shall be 7.5 are satisfied, and (z) immediately after giving effect thereto, no Default or Event of Default would exist; (ii) any Subsidiary may merge or consolidate with another Person so long as (x) the surviving entity is the Borrower or a Subsidiary Guarantor, (y) unless such other Person is a Wholly Owned Subsidiary immediately prior to giving effect thereto, such merger or consolidation shall constitute a Permitted Acquisition and the applicable conditions and requirements of Sections 6.8 and 6.9 shall be satisfied, and (z) immediately after giving effect thereto, no Default or Event of Default would exist; and (iii) to the extent not otherwise permitted under the foregoing clauses, any Subsidiary may liquidatethat has sold, wind up transferred or dissolve so long as (x) such Subsidiary transfers otherwise disposed of all or substantially all of its assets to the Borrower in connection with an Asset Disposition permitted under this Agreement and no longer conducts any active trade or a Subsidiary Guarantor prior to such liquidationbusiness may be liquidated, winding wound up or dissolution and (y) immediately after giving effect thereto, no Default or Event of Default would existdissolved.