Common use of Merger, etc Clause in Contracts

Merger, etc. The Company shall not, nor shall the Company permit any Subsidiary to, merge into or with or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property to any other Person (whether now owned or hereafter acquired) (any such transaction, a “consolidation”), or liquidate or dissolve; provided that: (a) any Subsidiary may participate in a consolidation with the Company, the Borrower or any Guarantor (provided that the Company or the Borrower, as applicable, shall be the continuing or surviving entity in any such transaction involving the Company or the Borrower, and a Guarantor shall be the continuing or surviving entity of any such transaction not involving the Company or the Borrower); (b) any Guarantor may participate in a consolidation with another Guarantor; (c) any Subsidiary other than the Borrower may liquidate or dissolve so long as its assets (if any) are distributed to the Borrower or a Guarantor prior to such liquidation or dissolution; or (d) any Subsidiary other than the Borrower may merge, amalgamate or consolidated with a Person that, prior to the consummation of such merger, amalgamation or consolidated, is not a Subsidiary of the Borrower if (i) the Borrower delivers to the Administrative Agent a certificate of a Responsible Officer stating that such merger, amalgamation or consolidation and such supplements to any Loan Documents preserve the enforceability of the guaranty and the perfection and priority of Liens under the Security Instruments and (ii) such merger, amalgamation or consolidation complies with all the conditions set forth in the definition of the term “Permitted Acquisition”.

Merger, etc. The Company shall not, nor shall the Company permit any Subsidiary to, merge Merge into or with or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property to assets, or all or substantially all of the stock of any other Person of its Subsidiaries (in each case, whether now owned or hereafter acquired) (any such transaction, a “consolidation”), or liquidate or dissolve; provided that: , except (a) that any Subsidiary (so long as such Subsidiary is not the Borrower) may participate merge into the Borrower or any other Guarantor in a consolidation with the Company, transaction in which the Borrower or any Guarantor (is the surviving corporation, provided that the Company (i) immediately after giving effect thereto no Event of Default or event with which upon notice or the Borrower, as applicable, passage of time or both would constitute an Event of Default shall have occurred and be the continuing or surviving entity in and (ii) any such transaction merger involving a Person whose Equity Interests are not 100% owned by the Company Borrower directly or the Borrower, and a Guarantor indirectly immediately prior to such merger shall not be the continuing or surviving entity of any such transaction not involving the Company or the Borrower); permitted unless also permitted by Section 6.10; (b) any Guarantor may participate in a consolidation with another Guarantor; (c) that any Subsidiary other than (so long as such Subsidiary is not the Borrower Borrower) may liquidate or dissolve so long as its assets (if any) are distributed the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Borrower or a Guarantor prior to Lenders, provided that an Event of Default does not result from such liquidation or dissolution; or (c) any Person (other than the Borrower) may merge into the Borrower or any Guarantor pursuant to a Permitted Acquisition in which the Borrower or such Guarantor is the surviving corporation; (d) any Subsidiary other than the Borrower may merge, amalgamate or consolidated with a Person that, prior to the consummation of such merger, amalgamation or consolidated, is not a Subsidiary of the Borrower if (i) the Borrower delivers to the Administrative Agent a certificate of a Responsible Officer stating that such merger, amalgamation or consolidation and such supplements to any Loan Documents preserve the enforceability of the guaranty and the perfection and priority of Liens under the Security Instruments asset sales permitted hereunder; and (iie) such merger, amalgamation or consolidation complies with all the conditions set forth in the definition any Permitted Change of the term “Permitted Acquisition”Control Transaction.

Merger, etc. The Company shall not, nor shall the Company permit any Subsidiary to, merge Merge into or with or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property to assets, or all or substantially all of the stock of any other Person of its Subsidiaries (in each case, whether now owned or hereafter acquired) (any such transaction, a “consolidation”), or liquidate or dissolve; provided that: , except (a) that any Subsidiary (so long as such Subsidiary is not the Borrower) may participate merge into the Borrower or any other Guarantor in a consolidation with the Company, transaction in which the Borrower or any Guarantor (is the surviving corporation, provided that the Company (i) immediately after giving effect thereto no Event of Default or event with which upon notice or the Borrower, as applicable, passage of time or both would constitute an Event of Default shall have occurred and be the continuing or surviving entity in and (ii) any such transaction merger involving a Person whose Equity Interests are not 100% owned by the Company Borrower directly or the Borrower, and a Guarantor indirectly immediately prior to such merger shall not be the continuing or surviving entity of any such transaction not involving the Company or the Borrower); permitted unless also permitted by Section 6.10; (b) that any Guarantor Subsidiary (so long as such Subsidiary is not the Borrower) may participate liquidate or dissolve if the Borrower determines in a consolidation with another Guarantor; good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders, provided that an Event of Default does not result from such liquidation or dissolution, (c) any Subsidiary Person (other than the Borrower Borrower) may liquidate or dissolve so long as its assets (if any) are distributed to merge into the Borrower or any Guarantor pursuant to a Permitted Acquisition in which the Borrower or such Guarantor prior to such liquidation or dissolution; or is the surviving corporation, (d) any Subsidiary other than the Borrower may merge, amalgamate or consolidated with a Person that, prior to the consummation of such merger, amalgamation or consolidated, is not a Subsidiary of the Borrower if (i) the Borrower delivers to the Administrative Agent a certificate of a Responsible Officer stating that such merger, amalgamation or consolidation and such supplements to any Loan Documents preserve the enforceability of the guaranty and the perfection and priority of Liens under the Security Instruments asset sales permitted hereunder and (iie) such merger, amalgamation or consolidation complies with all the conditions set forth in the definition any Permitted Change of the term “Permitted Acquisition”Control Transaction.

Merger, etc. The Company shall not, nor shall the Company permit any Subsidiary to, merge Merge into or with or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property to assets, or all or substantially all of the stock of any other Person of its Subsidiaries (in each case, whether now owned or hereafter acquired) (any such transaction, a “consolidation”), or liquidate or dissolve; provided that: , except (akk) that any Subsidiary (so long as such Subsidiary is not the Borrower) may participate merge into the Borrower or any other Guarantor in a consolidation with the Company, transaction in which the Borrower or any Guarantor (is the surviving corporation, provided that the Company (i) immediately after giving effect thereto no Event of Default or event with which upon notice or the Borrower, as applicable, passage of time or both would constitute an Event of Default shall have occurred and be the continuing or surviving entity in and (ii) any such transaction merger involving a Person whose Equity Interests are not 100% owned by the Company Borrower directly or indirectly immediately prior to such merger shall not be permitted unless also permitted by Section 6.10; (ll) that any Subsidiary (so long as such Subsidiary is not the Borrower, and a Guarantor shall be the continuing or surviving entity of any such transaction not involving the Company or the Borrower); (b) any Guarantor may participate in a consolidation with another Guarantor; (c) any Subsidiary other than the Borrower may liquidate or dissolve so long as its assets (if any) are distributed the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Borrower or a Guarantor prior to Lenders, provided that an Event of Default does not result from such liquidation or dissolution; or , (dmm) any Subsidiary Person (other than the Borrower Borrower) may merge, amalgamate or consolidated with a Person that, prior to the consummation of such merger, amalgamation or consolidated, is not a Subsidiary of merge into the Borrower if (i) or any Guarantor pursuant to a Permitted Acquisition in which the Borrower delivers to or such Guarantor is the Administrative Agent a certificate of a Responsible Officer stating that such mergersurviving corporation, amalgamation or consolidation and such supplements to any Loan Documents preserve the enforceability of the guaranty and the perfection and priority of Liens under the Security Instruments (nn) asset sales permitted hereunder and (iioo) such merger, amalgamation or consolidation complies with all the conditions set forth in the definition any Permitted Change of the term “Permitted Acquisition”Control Transaction.