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.

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).