Common use of Merger/Sale of Assets Clause in Contracts

Merger/Sale of Assets. The Company will not, and will not permit its Material Subsidiaries to, merge or consolidate with or into any other Person, or sell, transfer, lease or otherwise dispose of all or substantially all of its assets (whether now owned or hereafter required), except that: (a) the Company or a Material Subsidiary may acquire another corporation by merger, provided that, if the Company is a party to such merger, the Company is the surviving corporation, and provided further that after giving effect to such merger, no Event of Default (or event which, with the giving of notice or the passing of time or both would constitute an Event of Default) shall exist; (b) any Material Subsidiary may merge or consolidate with or into, or sell or otherwise dispose of any or all of its assets to, the Company or another Subsidiary, and any Material Subsidiary that is not a Borrowing Subsidiary may sell all or substantially all of its assets; provided that (a) after giving effect to such merger, consolidation, sale or other disposition, no Event of Default (or any event which, with the giving of notice or the passing of time or both would constitute an Event of Default) shall exist, and (b) in the case of an asset sale by such a Material Subsidiary, the assets to be sold do not constitute all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole; and (c) the Company or any Material Subsidiary may transfer interests in accounts or notes receivable on a limited recourse basis in connection with Securitization Transactions.

Merger/Sale of Assets. The Company will not, and will not ---------------------- permit its Material Subsidiaries to, merge or consolidate with or into any other Person, or sell, transfer, lease or otherwise dispose of all or substantially all of its assets (whether now owned or hereafter required), except that: (ai) the Company or a Material Subsidiary may acquire another corporation by merger, provided that, if the Company is a party to such merger, the Company is the surviving corporation, and provided further that after giving effect to such merger, no Event of Default (or event which, with the giving of notice or the passing of time or both would constitute an Event of Default) shall exist;; and (bii) any Material Subsidiary may merge or consolidate with or into, or sell or otherwise dispose of any or all of its assets to, the Company or another Subsidiary, and any Material Subsidiary that is not a Borrowing Subsidiary may sell all or substantially all of its assets; provided that (a) after giving effect to such merger, consolidation, sale or other disposition, no Event of Default (or any event which, with the giving of notice or the passing of time or both would constitute an Event of Default) shall exist, and (b) in the case of an asset sale by such a Material Subsidiary, the assets to be sold do not constitute all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole; and (c) the Company or any Material Subsidiary may transfer interests in accounts or notes receivable on a limited recourse basis in connection with Securitization Transactions.

Merger/Sale of Assets. The Company will shall not, and will shall not permit its Material Subsidiaries to, merge or consolidate with or into any other Person, or sell, transfer, lease or otherwise dispose of all or substantially all of its assets (whether now owned or hereafter required), except that: (a) the Company or a Material Subsidiary may acquire another corporation by merger, merge or consolidate with or into any other Person; provided that, if the Company is a party to such mergermerger or consolidation, the Company is the surviving corporation, and provided further that after giving effect to such merger, no Event of Default (or event which, with the giving of notice or the passing of time or both would constitute an Event of Default) shall existentity; (b) any Material Subsidiary that is a Borrowing Subsidiary may merge or consolidate with or into, or sell or otherwise dispose of any or all of its assets to, the Company or another Subsidiary, and any Material Subsidiary that is not a Borrowing Subsidiary may sell all or substantially otherwise dispose of any or all of its assetsassets to any other Person; provided that (ai) after giving effect to such merger, consolidation, sale or other disposition, no Default or Event of Default (or any event which, with the giving of notice or the passing of time or both would constitute an Event of Default) shall exist, and (bii) in the case of an asset sale by such a transaction involving a Material Subsidiary, the assets to be sold or conveyed do not constitute all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole; and (c) the Company or any Material Subsidiary may transfer interests in accounts or notes receivable on a limited recourse basis in connection with Securitization Transactions.

Merger/Sale of Assets. The Company will not, and will not permit its Material Subsidiaries to, merge or consolidate with or into any other Person, or sell, transfer, lease or otherwise dispose of all or substantially all of its assets (whether now owned or hereafter required), except that: (a) the Company or a Material Subsidiary may acquire another corporation by merger, provided that, if the Company is a party to such merger, the Company is the surviving corporation, and provided further that after giving effect to such merger, no Event of Default (or event which, with the giving of notice or the passing of time or both would constitute an Event of Default) shall exist;; and (b) any Material Subsidiary may merge or consolidate with or into, or sell or otherwise dispose of any or all of its assets to, the Company or another Subsidiary, and any Material Subsidiary that is not a Borrowing Subsidiary may sell all or substantially all of its assets; provided that (a) after giving effect to such merger, consolidation, sale or other disposition, no Event of Default (or any event which, with the giving of notice or the passing of time or both would constitute an Event of Default) shall exist, and (b) in the case of an asset sale by such a Material Subsidiary, the assets to be sold do not constitute all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole; and (c) the Company or any Material Subsidiary may transfer interests in accounts or notes receivable on a limited recourse basis in connection with Securitization Transactions.

Merger/Sale of Assets. The Company will shall not, and will shall not permit its Material Subsidiaries to, merge or consolidate with or into any other Person, or sell, transfer, lease or otherwise dispose of all or substantially all of its assets (whether now owned or hereafter required), except that: (a) : the Company or a Material Subsidiary may acquire another corporation by merger, merge or consolidate with or into any other Person; provided that, if the Company is a party to such mergermerger or consolidation, the Company is the surviving corporation, and provided further that after giving effect to such merger, no Event of Default (or event which, with the giving of notice or the passing of time or both would constitute an Event of Default) shall exist; (b) entity; any Material Subsidiary that is a Borrowing Subsidiary may merge or consolidate with or into, or sell or otherwise dispose of any or all of its assets to, the Company or another Subsidiary, and any Material Subsidiary that is not a Borrowing Subsidiary may sell all or substantially otherwise dispose of any or all of its assetsassets to any other Person; provided that (ai) after giving effect to such merger, consolidation, sale or other disposition, no Default or Event of Default (or any event which, with the giving of notice or the passing of time or both would constitute an Event of Default) shall exist, and (bii) in the case of an asset sale by such a transaction involving a Material Subsidiary, the assets to be sold or conveyed do not constitute all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole; and (c) and the Company or any Material Subsidiary may transfer interests in accounts or notes receivable on a limited recourse basis in connection with Securitization Transactions.

Merger/Sale of Assets. The Company will shall not, and will shall not permit its Material Subsidiaries to, merge or consolidate with or into any other Person, or sell, transfer, lease or otherwise dispose of all or substantially all of its assets (whether now owned or hereafter required), except that: (a) the Company or a Material Subsidiary may acquire another corporation by merger, merge or consolidate with or into any other Person; provided that, if the Company or a Designated Borrower is a party to such mergermerger or consolidation, the Company or such Designated Borrower is the surviving corporation, and provided further that after giving effect to such merger, no Event of Default (or event which, with the giving of notice or the passing of time or both would constitute an Event of Default) shall existentity; (b) any Material Subsidiary that is a Designated Borrower may merge or consolidate with or into, or sell or otherwise dispose of any or all of its assets to, the Company or another Subsidiary, and any Material Subsidiary that is not a Borrowing Subsidiary Designated Borrower may sell all or substantially otherwise dispose of any or all of its assetsassets to any other Person; provided that (ai) after giving effect to such merger, consolidation, sale or other disposition, no Default or Event of Default (or any event which, with the giving of notice or the passing of time or both would constitute an Event of Default) shall exist, and (bii) in the case of an asset sale by such a transaction involving a Material Subsidiary, the assets to be sold or conveyed do not constitute all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole; and (c) the Company or any Material Subsidiary may transfer interests in accounts or notes receivable on a limited recourse basis in connection with Securitization Transactions. For the avoidance of doubt, nothing contained in this Section 8.06 shall prohibit the ability of the Company and its Material Subsidiaries to sell inventory, machinery, equipment and other tangible assets and make Permitted Investments in the ordinary course of business.