Common use of Merger; Disposals Clause in Contracts

Merger; Disposals. (a) No Obligor shall consent to, enter into or become a party to any merger, consolidation (incorporação), including share merger (incorporação de ações), transformation of the corporate form (transformação) (unless such change results in the Obligor being transformed into a sociedade anônima), spin-off (cisão), liquidation, consolidation (fusão), amalgamation or sell, lease, transfer or otherwise dispose of any substantial part of its properties or, any of its properties essential to the conduct of its business or operations (“Transfer of Establishment”) (transferência de estabelecimento) without the prior written consent of the Administrative Agent unless such merger, consolidation (incorporação), including share merger (incorporação de ações), transformation of the corporate form (transformação), Transfer of Establishment spin-off (cisão), liquidation, consolidation (fusão) or amalgamation is between or among (i) the Borrower and any Subsidiary of the Borrower and the Borrower is the surviving entity; (ii) the Guarantors and the assets of any merged or consolidated Guarantor shall remain with the surviving Guarantor, (iii) the Subsidiaries of the Borrower that are not Guarantors, or (iv) the Borrower and any Person (other than a Guarantor or a Subsidiary) and the Borrower is the surviving entity, (v) a Guarantor and any Person (other than the Borrower or another Guarantor) and such Guarantor is the surviving entity, and in each case, (A) when no Default or Event of Default is continuing or would occur as a result of such merger, consolidation or amalgamation, (B) such merger, consolidation or amalgamation would not result in a Change of Control and (C) the Borrower has complied and will continue to comply with the financial ratios under Section 5.22. (b) Subject to paragraph (c) below, none of the Obligors shall, either in a single transaction or a series of transactions, and whether voluntarily or involuntarily, sell, transfer, grant, lease or otherwise dispose of all or substantially all of its Properties except for the Permitted Disposals. (c) Notwithstanding anything to the contrary herein or in any other Financing Document, no Obligor shall, in a single transaction or a series of transactions, and whether voluntarily or involuntarily, sell, transfer, grant, lease or otherwise dispose of (i) any of the Fiduciary Assigned Assets except as otherwise expressly permitted under, and in accordance with the terms of, the Fiduciary Assignment or (ii) any of the Licenses.

Merger; Disposals. (a) No Obligor shall consent to, enter into or become a party to any merger, consolidation (incorporação), including share merger (incorporação de ações), transformation of the corporate form (transformação) (unless such change results in the Obligor being transformed into a sociedade anônima), spin-off (cisão), liquidation, consolidation (fusão), amalgamation or sell, lease, transfer or otherwise dispose of any substantial part of its properties or, any of its properties essential to the conduct of its business or operations (“Transfer of Establishment”) (transferência de estabelecimento) without the prior written consent of the Administrative Agent unless such merger, consolidation (incorporação), including share merger (incorporação de ações), transformation of the corporate form (transformação), Transfer of Establishment spin-off (cisão), liquidation, consolidation (fusão) or amalgamation is between or among (i) the Borrower and any Subsidiary of the Borrower and the Borrower is the surviving entity; (ii) the Guarantors and the assets of any merged or consolidated Guarantor shall remain with the surviving Guarantor, (iii) the Subsidiaries of the Borrower that are not Guarantors, or (iv) the Borrower and any Person (other than a Guarantor or a Subsidiary) and the Borrower is the surviving entity, (v) a Guarantor and any Person (other than the Borrower or another Guarantor) and such Guarantor is the surviving entity, and in each case, (A) when no Default or Event of Default is continuing or would occur as a result of such merger, consolidation (incorporação), including share merger (incorporação de ações), Transfer of Establishment spin-off (cisão), liquidation, consolidation (fusão) or amalgamation, (B) such merger, consolidation (incorporação), including share merger (incorporação de ações), Transfer of Establishment spin-off (cisão), liquidation, consolidation (fusão) or amalgamation would not result in a Change of Control and (C) the Borrower has complied and will continue to comply with the financial ratios ratio under Section 5.225.22(a). (b) Subject to paragraph (c) below, none of the Obligors shall, either in a single transaction or a series of transactions, and whether voluntarily or involuntarily, sell, transfer, grant, lease or otherwise dispose of all or substantially all of its Properties except for a Permitted Disposal; provided that in the Permitted Disposalscase of a Tower Asset Sale that results in the Borrower receiving Net Cash Proceeds in excess of US$20,000,000 (x) the Borrower shall comply with Section 6.3(j) and (y) any Net Cash Proceeds received by the Borrower during the Ceremonial Period not used to prepay the Outstanding Loan Balances pursuant to Section 6.3(j) shall be used to acquire, maintain, develop, construct, improve, upgrade or repair assets useful in, or otherwise reinvest in, the business of the Borrower. (c) Notwithstanding anything to the contrary herein or in any other Financing Document, no Obligor shall, in a single transaction or a series of transactions, and whether voluntarily or involuntarily, sell, transfer, grant, lease or otherwise dispose of (i) any of the Fiduciary Assigned Assets or Revenue Collection Accounts except as otherwise expressly permitted under, and in accordance with the terms of, the Fiduciary Assignment, any Additional Fiduciary Assignment or the Receivables Assignment Agreement or (ii) any of the Licenses; provided, any Guarantor may sell, grant, lease or otherwise dispose of any License, including any spectrum license, to the Borrower or any other Guarantor.