Common use of Merger or Consolidation, Etc Clause in Contracts

Merger or Consolidation, Etc. The Parent will not consolidate with, be acquired by, or merge into or with any Person, or, except as permitted by Section 8.4, convey or otherwise transfer all or substantially all of its Property, or permit any of its Subsidiaries so to do, except that: (a) any of its wholly-owned Subsidiaries (other than a Borrower) may consolidate with or merge with any of its other Subsidiaries (other than a Borrower), or convey or transfer all or substantially all of its Property to any of its other wholly-owned Subsidiaries (other than a Borrower), provided that immediately before and after giving effect thereto no Default or Event of Default shall or would exist, and (b) any of its wholly-owned Subsidiaries may consolidate with or merge with any Borrower that is a wholly-owned Subsidiary, or convey or transfer all or substantially all of its Property to any Borrower that is a wholly-owned Subsidiary, provided that (i) immediately before and after giving effect thereto no Default or Event of Default shall or would exist, (ii) such wholly-owned Subsidiary that is a Borrower shall be the survivor of such consolidation or merger, (iii) the Administrative Agent shall have received 5 Business Days’ prior written notice of such consolidation, merger, conveyance or transfer, and (iv) the Administrative Agent shall have received such documents, opinions and certificates as the Administrative Agent shall have reasonably requested in connection therewith.

Merger or Consolidation, Etc. The Parent will not consolidate Consolidate with, be acquired by, or merge into or with any Person, or, except as permitted by Section 8.4, or convey or otherwise transfer all or substantially all of its Property, or permit any of its Subsidiaries Subsidiary so to do, except that: (a) any of its wholly-owned Subsidiaries (other than a Borrower) Subsidiary may consolidate with or merge with any of its other Subsidiaries (other than a Borrower)wholly-owned Subsidiary, or convey or transfer all or substantially all of its Property to any of its other wholly-owned Subsidiaries (other than a Borrower)Subsidiary, provided that immediately before and after giving effect thereto no Default or Event of Default shall or would exist, and; (b) any of its wholly-owned Subsidiaries Subsidiary may consolidate with or merge with any Borrower that is a wholly-owned Subsidiarythe Company, or convey or transfer all or substantially all of its Property to any Borrower that is a wholly-owned Subsidiarythe Company, provided that (ix) immediately before and after giving effect thereto no Default or Event of Default shall or would exist, exist and (iiy) such wholly-owned Subsidiary that is a Borrower the Company shall be the survivor of such consolidation or merger; and (c) any Subsidiary may consolidate with or merge with another Person, or any Subsidiary may convey or transfer all or substantially all of its Property to such other Person, in each case solely in connection with and as part of a permitted Disposition under Section 8.3 or a permitted Acquisition under Section 8.5, provided that (iiix) immediately before and after giving effect thereto no Default or Event of Default shall or would exist and (y) in the Administrative Agent event that the Company is party to any such merger or consolidation, the Company shall have received 5 Business Days’ prior written notice be the survivor of such consolidation, consolidation or merger; provided that in connection with each such merger, conveyance or transfer, transfer the Company and (iv) each Subsidiary party thereto shall execute and deliver to the Administrative Agent such documents and opinions as the Agent shall have received such documents, opinions and certificates as the Administrative Agent shall have reasonably requested require in connection therewith.

Merger or Consolidation, Etc. The Parent will not consolidate Consolidate with, be acquired by, or merge into or with any Person, or, except as permitted by Section 8.4, or convey or otherwise transfer all or substantially all of its Property, or permit any of its Subsidiaries Subsidiary so to do, except that: (a) any of its wholly-owned Subsidiaries (other than a Borrower) Subsidiary may consolidate with or merge with any of its other Subsidiaries (other than a Borrower)wholly-owned Subsidiary, or convey or transfer all or substantially all of its Property to any of its other wholly-owned Subsidiaries (other than a Borrower)Subsidiary, provided that immediately before and after giving effect thereto no Default or Event of Default shall or would exist, and; (b) any of its wholly-owned Subsidiaries Subsidiary may consolidate with or merge with any Borrower that is a wholly-owned Subsidiarythe Company, or convey or transfer all or substantially all of its Property to any Borrower that is a wholly-owned Subsidiarythe Company, 54 DRAFT 11/15/96 provided that (ix) immediately before and after giving effect thereto no Default or Event of Default shall or would exist, exist and (iiy) such wholly-owned Subsidiary that is a Borrower the Company shall be the survivor of such consolidation or merger; and (c) any Subsidiary may consolidate with or merge with another Person, or any Subsidiary may convey or transfer all or substantially all of its Property to such other Person, in each case solely in connection with and as part of a permitted Disposition under Section 8.3 or a permitted Acquisition under Section 8.5, provided that (iiix) immediately before and after giving effect thereto no Default or Event of Default shall or would exist and (y) in the Administrative Agent event that the Company is party to any such merger or consolidation, the Company shall have received 5 Business Days’ prior written notice be the survivor of such consolidation, consolidation or merger; provided that in connection with each such merger, conveyance or transfer, transfer the Company and (iv) each Subsidiary party thereto shall execute and deliver to the Administrative Agent such documents and opinions as the Agent shall have received such documents, opinions and certificates as the Administrative Agent shall have reasonably requested require in connection therewith.

Merger or Consolidation, Etc. The Parent will not consolidate Consolidate with, be acquired by, or merge into or with any Person, or, except as permitted by Section 8.4, or convey or otherwise transfer all or substantially all of its Property, or permit any of its Subsidiaries Subsidiary so to do, except that: (a) any of its wholly-owned Subsidiaries (other than a Borrower) Subsidiary may consolidate with or merge with any of its other Subsidiaries (other than a Borrower)wholly-owned Subsidiary, or convey or transfer all or substantially all of its Property to any of its other wholly-owned Subsidiaries (other than a Borrower)Subsidiary, provided PROVIDED that immediately before and after giving effect thereto no Default or Event of Default shall or would exist, and; (b) any of its wholly-owned Subsidiaries Subsidiary may consolidate with or merge with any Borrower that is a wholly-owned Subsidiarythe Company, or convey or transfer all or substantially all of its Property to any Borrower that is a wholly-owned Subsidiarythe Company, provided PROVIDED that (ix) immediately before and after giving effect thereto no Default or Event of Default shall or would exist, exist and (iiy) such wholly-owned Subsidiary that is a Borrower the Company shall be the survivor of such consolidation or merger; and (c) any Subsidiary may consolidate with or merge with another Person, or any Subsidiary may convey or transfer all or substantially all of its Property to such other Person, in each case solely in connection with and as part of a permitted Disposition under SECTION 7.03 or a permitted Acquisition under SECTION 7.05, PROVIDED that (iiix) immediately before and after giving effect thereto no Default or Event of Default shall or would exist and (y) in the Administrative Agent event that the Company is party to any such merger or consolidation, the Company shall have received 5 Business Days’ prior written notice be the survivor of such consolidation, consolidation or merger; provided that in connection with each such merger, conveyance or transfer, transfer the Company and (iv) each Subsidiary party thereto shall execute and deliver to the Administrative Agent shall have received such documents, documents and opinions and certificates as the Administrative Agent shall have reasonably requested require in connection therewith.