Common use of Mergers, Acquisitions, Etc Clause in Contracts

Mergers, Acquisitions, Etc. No Loan Party shall consolidate with or merge into any other Person or permit any other Person to merge into it (other than solely to change the jurisdiction of incorporation or organization or pursuant to an Acquisition permitted hereunder (but only to the extent done in compliance with the applicable provisions of the Security Agreement)), establish any new Subsidiary (unless such new Subsidiary (other than an Exempt Subsidiary) becomes a Loan Party hereunder), or make any Acquisition, except for the following: (i) the Borrower and the other Loan Parties may merge with each other, provided that (A) no Default will result after giving effect to any such merger and (B) in any such merger involving the Borrower, the Borrower is the surviving Person; (ii) any Subsidiary of the Borrower may be merged with or into any Loan Party, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any o Loan Party, provided that no Default will result after giving effect to any such merger; (iii) any Exempt Subsidiary or any Foreign Subsidiary may be merged with or into any other Exempt Subsidiary or any other Foreign Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Exempt Subsidiary or any other Foreign Subsidiary, provided that no Default will result after giving effect to any such merger; (iv) Acquisitions of any Person engaged in the business of manufacture, distribution or retail sale of natural or gourmet foods, vitamins, supplements or personal care items (and related grocery and other products) provided that: (A) No Default has occurred and is continuing on the date of, or will result after giving effect to, any such Acquisition; and (B) The aggregate consideration paid by the Loan Parties for all such Acquisitions (excluding consideration consisting of the Equity Securities of the Borrower or its Subsidiaries or of Net Cash Issuance Proceeds) paid in any Fiscal Year does not exceed $5,000,000; and (v) Acquisitions by any Loan Party of any Person as a new Subsidiary or of all or substantially all of the assets of any Person engaged in a type of business other than the type described in clause (iv) above provided that: (A) No Default has occurred and is continuing on the date of, or will result after giving effect to, any such Acquisition; and (B) The aggregate consideration paid by the Loan Parties for all such Acquisitions (excluding consideration consisting of the Equity Securities of the Borrower or its Subsidiaries or of Net Cash Issuance Proceeds) paid in any Fiscal Year does not exceed in the aggregate $1,000,000.

Mergers, Acquisitions, Etc. No Loan Party shall reorganize, recapitalize or consolidate with or merge into any other Person or permit any other Person to merge into it (it, or liquidate or dissolve or permit any of its Subsidiaries to liquidate or dissolve, or acquire any Person as a new Subsidiary or acquire all or substantially all of the assets, or any identifiable business unit or division, of any other than solely to change the jurisdiction of incorporation Person, or organization divide into two or more Persons pursuant to an Acquisition permitted hereunder (but only to the extent done in compliance with the applicable provisions a Plan of the Security Agreement)), establish any new Subsidiary (unless such new Subsidiary (other than an Exempt Subsidiary) becomes a Loan Party hereunder), or make any AcquisitionDivision, except for the following: (i) (x) the Borrower and the other Loan Parties may merge or consolidate with and into, or be dissolved or liquidated into, each other, ; provided that (A) no Default will shall have occurred and be continuing or would result after giving effect to any such merger and transaction, (B) the Borrower and Holdings may not merge or consolidate with and into, or be dissolved or liquidated into, each other, (C) in any such merger transaction involving the Borrower, the Borrower is the surviving Person, (D) in any such transaction involving Holdings, Holdings is the surviving Person, and (E) in any such transaction involving a Guarantor and another Loan Party (other than the Borrower or Holdings), a Guarantor is the surviving Person, and (y) any Subsidiary may be divided into two or more Persons pursuant to a Plan of Division (provided that each Person into which such Subsidiary is divided shall already be or become a Guarantor to the extent required by Section 5.01(i) and the Borrower shall comply with Section 5.01(i) in connection therewith); (ii) any Subsidiary Acquisitions by a Loan Party of all or substantially all the Borrower may be merged with or into any Loan Party, or be liquidated, wound up or dissolvedassets of, or all the equity interests in, a Person or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction an identifiable business unit or a series division or line of transactions, to any o Loan Party, provided that no Default will result after giving effect to any such merger; (iii) any Exempt Subsidiary or any Foreign Subsidiary may be merged with or into business of any other Exempt Subsidiary or any other Foreign SubsidiaryPerson (in each case, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Exempt Subsidiary or any other Foreign Subsidiary, provided that no Default will result after giving effect to any such merger; (iv) Acquisitions of any Person engaged in the business of manufacture, distribution or retail sale of natural or gourmet foods, vitamins, supplements or personal care items (and related grocery and other products) “Proposed Target”); provided that: (A) No Event of Default has occurred and is continuing on the date of, or will result after giving effect to, any such Acquisition; andacquisition (actually and on a pro forma basis); (B) The aggregate consideration paid Proposed Target is in the same, similar or related line of business in which the Loan Parties are engaged as of the December 2019 Amendment Effective Date; (C) The acquisition of the Proposed Target shall be completed as a result of an arm’s length negotiation (i.e. on a non-hostile basis); (D) The acquisition of the Proposed Target shall be consummated, in all material respects, in accordance with all applicable Governmental Rules; (E) Both immediately before and after giving effect to such acquisition, the Total Leverage Ratio on a pro forma basis shall be no greater than the maximum ratio permitted under Section 5.03(a) (provided that the Total Leverage Ratio as of the effective date of such acquisition is calculated on a pro forma basis by using (1) Consolidated Adjusted EBITDA for the four consecutive fiscal quarter period ending on the last day of the most recently ended fiscal quarter of Holdings for which financial statements have been delivered hereunder, and (2) Funded Indebtedness as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered hereunder, minus any repayments of such Indebtedness made since the last day of such most recently ended fiscal quarter (including simultaneously with the effectiveness of such acquisition), plus any additional Indebtedness incurred by the Loan Parties for since the last day of such most recently ended fiscal quarter (including simultaneously with the effectiveness of such acquisition)), and the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance with this condition; (F) In the case of an acquisition of assets, the Administrative Agent shall hold a perfected, first priority security interest in and Lien on all such Acquisitions (excluding consideration consisting of the Equity Securities assets directly or indirectly acquired by a Credit Party in such transaction (including but not limited to the assets owned by the Proposed Target), subject to any Liens that would otherwise constitute Permitted Liens, (G) In the case of an acquisition of all the equity interests in a Person, if such Proposed Target remains a separate Subsidiary, all action required of such Subsidiary and of the Borrower or its Subsidiaries or of Net Cash Issuance ProceedsLoan Parties under Section 5.01(i) paid shall be completed by the time(s) specified in any Fiscal Year does not exceed $5,000,000Section 5.01(i); and (vH) Acquisitions by If the consideration to be delivered in connection with the proposed acquisition includes any Loan Party of deferred consideration payable to any Person seller, such as payment under a new Subsidiary seller note, Earn-Outs, or of extraordinary payments under consulting, employment or lease agreements with such seller or its Affiliates, such deferred consideration shall in all or substantially all cases be expressly subordinated to payment of the assets of any Person engaged in Obligations pursuant to a type of business other than the type described in clause (iv) above provided that: (A) No Default has occurred and is continuing on the date of, Seller Subordinated Note or will result after giving effect to, any such Acquisition; and (B) The aggregate consideration paid by the Loan Parties for all such Acquisitions (excluding consideration consisting of the Equity Securities of the Borrower or its Subsidiaries or of Net Cash Issuance Proceeds) paid in any Fiscal Year does not exceed a subordination agreement substantially in the aggregate $1,000,000form of Exhibit O (or an agreement containing substantially similar terms).

Mergers, Acquisitions, Etc. No Loan Party shall reorganize, recapitalize or consolidate with or merge into any other Person or permit any other Person to merge into it (other than solely to change the jurisdiction of incorporation it, acquire any Person as a new Subsidiary or organization Related Professional Corporation or pursuant to an Acquisition permitted hereunder (but only to the extent done in compliance with the applicable provisions acquire all or substantially all of the Security Agreement)), establish any new Subsidiary (unless such new Subsidiary (other than an Exempt Subsidiary) becomes a Loan Party hereunder)assets, or make any Acquisitionidentifiable business unit or division, of any other Person, except for the following: (iA) the Borrower and the other Loan Parties may merge with each other, ; provided that (A1) no Default will shall have occurred and be continuing or would result after giving effect to any such merger and merger, (B2) in any such merger involving the BorrowerBorrower and another Loan Party, the Borrower is the surviving Person and (3) in any merger involving a Guarantor and another Loan Party (other than the Borrower), such Guarantor is the surviving Person; ; and (iiB) any Subsidiary a merger or consolidation of a Person into the Borrower may be merged with or into any Loan Party, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any o Loan Party, Guarantor which constitutes an acquisition permitted by Section 5.02(d)(ii); provided that no Default will shall have occurred and be continuing or would result after giving effect to any such merger; (iiiii) any Exempt Subsidiary or any Foreign Subsidiary may be merged with or into any other Exempt Subsidiary or any other Foreign Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction Acquisitions by the Borrower or a series of transactions, to any other Exempt Subsidiary or any other Foreign Subsidiary, provided that no Default will result after giving effect to any such merger; (iv) Acquisitions Guarantor of any Person engaged or the assets of a Person as a new Subsidiary or of all or substantially all of the assets of any other Person or identifiable business unit or division of any other Person (in each case, the business of manufacture, distribution or retail sale of natural or gourmet foods, vitamins, supplements or personal care items (and related grocery and other products) “Proposed Target”); provided that: (A) No Default has occurred and is continuing on the date of, or will result after giving effect to, any such Acquisition; andacquisition (actually and on a pro forma basis); (B) The aggregate consideration paid by Proposed Target is in the Loan Parties for all such Acquisitions same or similar line of business as the Borrower; (excluding consideration consisting C) The acquisition of the Equity Securities Proposed Target shall be completed as a result of an arm’s length negotiation (i.e. on a non-hostile basis); (D) The acquisition of the Proposed Target shall be consummated, in all material respects, in accordance with all applicable Governmental Rules; (E) The Borrower has delivered to the Administrative Agent, for each acquisition when the total consideration exceeds $8,500,000, within at least ten (10) Business Days prior to the closing date of such proposed acquisition: (1) written notice of such proposed acquisition and (2) a pro forma income statement in form and detail reasonably acceptable to the Administrative Agent, which shall show (i) that such acquisition will not result in any Default hereunder and (ii) pro forma compliance with the financial covenants on a going forward basis; (F) The Administrative Agent shall prior to the proposed acquisition date have received a Compliance Certificate evidencing pro forma compliance as described in clause (E) above; (G) No Proposed Target shall be organized or domiciled under the law of any jurisdiction outside the United States and after giving effect to the proposed acquisition, at least 80% of the pro forma consolidated revenues of the Borrower will be derived from United States, United States territories, Canada and Mexico operations; (H) The Administrative Agent shall hold a perfected, first priority security interest in and lien on all of the assets acquired by the Borrower or its Subsidiaries or a Guarantor in such transaction (including but not limited to the assets of Net Cash Issuance Proceedsthe Proposed Target) paid and, if the Proposed Target survives such transaction as a separate Subsidiary, any Equity Securities in any Fiscal Year does not exceed $5,000,000the Proposed Target to the extent required by Section 5.01(i); and (vI) Acquisitions by any Loan Party of any Person as If such Proposed Target remains a new separate Subsidiary or Related Professional Corporation, all action required of all or substantially all of the assets of any Person engaged in a type of business other than the type described in clause (iv) above provided that: (A) No Default has occurred such Subsidiary, Related Professional Corporation and is continuing on the date of, or will result after giving effect to, any such Acquisition; and (B) The aggregate consideration paid by the Loan Parties for all under Section 5.01(i) shall be completed substantially concurrently with the consummation of such Acquisitions (excluding consideration consisting of the Equity Securities of the Borrower or its Subsidiaries or of Net Cash Issuance Proceeds) paid in any Fiscal Year does not exceed in the aggregate $1,000,000acquisition.

Mergers, Acquisitions, Etc. No Loan Party shall reorganize or consolidate with or merge into any other Person or permit any other Person to merge into it (other than solely to change the jurisdiction of incorporation it, acquire any Person as a new Subsidiary or organization acquire all or pursuant to an Acquisition permitted hereunder (but only to the extent done in compliance with the applicable provisions substantially all of the Security Agreement)), establish assets of any new Subsidiary (unless such new Subsidiary (other than an Exempt Subsidiary) becomes a Loan Party hereunder), or make any AcquisitionPerson, except for the following: (iA) the Borrower and the other Loan Parties may merge with each other, ; provided that (A1) no Default will shall have occurred and be continuing or would result after giving effect to any such merger and merger, (B2) in any such merger involving the BorrowerBorrower and another Loan Party, the Borrower is the surviving Person; , and (ii3) in any Subsidiary such merger involving a Guarantor and another Loan Party (other than the Borrower), such Guarantor is the surviving Person; and (B) a merger or consolidation of the Borrower may be merged a Person with or into any Loan Partythe Borrower, with or into a Guarantor, or be liquidated, wound up with or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or into a series of transactions, to any o Loan Party, Pledged Foreign Subsidiary which constitutes an acquisition permitted by Section 5.02(d)(iii); provided that no Default will shall have occurred and be continuing or would result after giving effect to any such merger; (ii) the Acquisition; and (iii) any Exempt Subsidiary Acquisitions by the Borrower, a Guarantor, or any a Pledged Foreign Subsidiary may be merged with or into any other Exempt Subsidiary or any other Foreign Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Exempt Subsidiary or any other Foreign Subsidiary, provided that no Default will result after giving effect to any such merger; (iv) Acquisitions of any Person engaged or the assets of a Person as a new Subsidiary or of all or substantially all of the assets of any other Person or identifiable business unit or division of any other Person (in each case, the business of manufacture, distribution or retail sale of natural or gourmet foods, vitamins, supplements or personal care items (and related grocery and other products) “Proposed Target”); provided that: (A) No Default has occurred and is continuing on the date of, or will result after giving effect to, any such Acquisition; andacquisition (actually and on a pro forma basis); (B) The aggregate consideration paid by Proposed Target is in the Loan Parties for all such Acquisitions (excluding consideration consisting same line of the Equity Securities of business as the Borrower or its Subsidiaries or a line of Net Cash Issuance Proceeds) paid in any Fiscal Year does not exceed $5,000,000; andbusiness substantially related thereto; (vC) Acquisitions by any Loan Party The acquisition of any Person the Proposed Target shall be completed as a new Subsidiary result of an arm's length negotiation (i.e. on a non-hostile basis); (D) The acquisition of the Proposed Target shall be consummated, in all material respects, in accordance with all applicable Governmental Rules; (E) For each proposed acquisition where the total consideration is less than $50,000,000, the Borrower has delivered to the Administrative Agent written notice of the same at least three Business Days' after the closing of such acquisition; (F) For each proposed acquisition where the total consideration is greater than or equal to $50,000,000, the Borrower has delivered to the Administrative Agent at least 10 calendar days prior to the closing date of all or substantially such proposed acquisition: (1) written notice of such proposed acquisition, (2) financial statements of the subject of such acquisition (or, in the case of assets constituting less than all of the assets of any Person engaged a Person, the equivalent of financial statements with respect to such assets) to the extent available, but in a type of business other no event for less than the type immediately preceding twelve months, and (3) pro forma financial statements reflecting the combined projected performance of the Loan Parties during the 12 months immediately following consummation of such transaction, certified to the Administrative Agent and the Lenders as being the good faith projections of the Borrower, in form and detail reasonably acceptable to the Administrative Agent, which projections shall show that such acquisition will not result in any Default hereunder; (G) The Borrower shall be in compliance with the financial covenants set forth in this Agreement on a pro forma basis after giving effect to the acquisition of the Proposed Target as of the last day of the fiscal quarter most recently ended for which financial statements have been delivered to the Administrative Agent pursuant to Section 5.01(a)(i) or 5.01(a)(ii) hereof; (H) The Administrative Agent shall prior to the proposed acquisition date have received a Compliance Certificate evidencing pro forma compliance as described in clause (ivG) above provided that:above; (AI) No Default has occurred The Administrative Agent shall hold a perfected, first priority security interest in and is continuing lien on all of the date ofassets acquired by the Borrower or a Guarantor in such transaction (including but not limited to the assets of the Proposed Target (unless it is, or will result after giving effect tois acquired by, a Foreign Subsidiary), subject only to Permitted Liens and, if the Proposed Target survives such transaction as a separate Subsidiary, any Equity Securities in the Proposed Target to the extent required by and, in connection with any Foreign Subsidiary, within the time frame set forth in Section 5.01(i)) (it being understood that if those Equity Securities are Margin Stock, then the Loan Parties shall retire or otherwise cause such AcquisitionEquity Securities to no longer retain their status as Margin Stock immediately following such acquisition); and (BJ) The aggregate consideration paid by If such Proposed Target remains a separate Subsidiary, all action required of the Loan Parties for all under Section 5.01(i) shall be completed within the time frames set forth within such Acquisitions (excluding consideration consisting of the Equity Securities of the Borrower or its Subsidiaries or of Net Cash Issuance Proceeds) paid in any Fiscal Year does not exceed in the aggregate $1,000,000Section.

Mergers, Acquisitions, Etc. No Loan Party shall reorganize, recapitalize, liquidate, dissolve or consolidate with or merge into any other Person or permit any other Person to merge into it (other than solely to change the jurisdiction of incorporation it, acquire any Person as a new Subsidiary or organization acquire all or pursuant to an Acquisition permitted hereunder (but only to the extent done in compliance with the applicable provisions substantially all of the Security Agreement)), establish assets of any new Subsidiary (unless such new Subsidiary (other than an Exempt Subsidiary) becomes a Loan Party hereunder), or make any AcquisitionPerson, except for the following: (i) the Borrower and the other Loan Parties (other than GPI) may consolidate or merge with each other, ; provided that (A) no Default will or Event of Default (or event or circumstance described in Section 2.06(d)) shall have occurred and be continuing or would result after giving effect to any such consolidation or merger and (B) in any such consolidation or merger involving the BorrowerBorrower and another Loan Party, the Borrower is the surviving Person; (ii) any Subsidiary of the Borrower American Vantage/Hypnotic, Inc. and Castalian, LLC may be dissolved or merged out of existence in accordance with or into any Loan Party, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any o Loan Party, applicable law; provided that no Event of Default will under any other provision of this Agreement shall have otherwise occurred and be continuing or would result after giving effect to any such mergerdissolution; (iii) any Exempt Subsidiary or any Foreign Subsidiary may be merged with or into any other Exempt Subsidiary or any other Foreign Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction Acquisitions by the Borrower or a series of transactions, to any other Exempt Subsidiary or any other Foreign Subsidiary, provided that no Default will result after giving effect to any such merger; (iv) Acquisitions Guarantor of any Person engaged or the assets of a Person as a new Subsidiary or of all or substantially all of the assets of any other Person or identifiable business unit or division of any other Person (in each case, the business of manufacture, distribution or retail sale of natural or gourmet foods, vitamins, supplements or personal care items (and related grocery and other products) “Proposed Target”); provided that: (A) No Default or Event of Default (or event or circumstance described in Section 2.06(d)) has occurred and is continuing on the date of, or will result after giving effect to, any such Acquisition; andacquisition (actually and on a pro forma basis); (B) The aggregate consideration paid by Proposed Target is in the same or similar line of business as the Borrower; (C) The acquisition of the Proposed Target shall be completed as a result of an arm’s length negotiation (i.e. on a non-hostile basis); (D) The Proposed Target’s earnings before interest, taxes, depreciation and amortization (calculated in a manner reasonably acceptable to the Administrative Agent) for the last twelve months ending as of closing of such acquisition is not less than zero; (E) The acquisition of the Proposed Target shall be consummated, in all material respects, in accordance with all applicable laws and all applicable Governmental Authorizations; (F) The Borrower have delivered to the Administrative Agent, (1) written notice of such proposed acquisition at least 20 calendar days prior to the closing date of such proposed acquisition, (2) financial statements of the subject of such acquisition (or, in the case of assets constituting less than all of the assets of a Person, the equivalent of financial statements with respect to such assets) to the extent available, but in no event for less than the immediately preceding twelve months, and (3) pro forma financial statements reflecting the combined projected performance of the Loan Parties for all during the 12 months immediately following consummation of such Acquisitions (excluding consideration consisting transaction, certified to the Administrative Agent and the Lenders as being the good faith projections of the Borrower, in form and detail reasonably acceptable to the Administrative Agent, which projections shall show that such acquisition will not result in any Default hereunder (or event or circumstance described in Section 2.06(d)); (G) The Borrower shall be in compliance with the covenants in Section 5.03 and any financial covenants set forth in this Agreement on a pro forma basis after giving effect to the acquisition of the Proposed Target as of the last day of the fiscal quarter most recently ended and, prior to the proposed acquisition date, the Administrative Agent shall have received a Compliance Certificate evidencing such pro forma compliance; (H) No Proposed Target shall be organized or domiciled under the law of any jurisdiction outside the United States or Canada, and no Proposed Target shall have more than 10% of its assets or annual revenues based in or from outside of the United States or Canada (as determined from the most recently available financial information for the Proposed Target); (I) The Proposed Target shall be owned directly by the Borrower or, if the Proposed Target remains a separate entity, be a wholly-owned Subsidiary of the Borrower after giving effect to the acquisition; (J) The Collateral Agent shall hold a perfected, first priority security interest in and lien on all of the assets acquired by the Borrower or a Guarantor in such transaction (including but not limited to the assets of the Proposed Target, subject only to Permitted Liens and, if the Proposed Target survives such transaction as a separate Subsidiary, any Equity Securities in the Proposed Target to the extent required by Section 5.01(i)); (K) If such Proposed Target remains a separate Subsidiary, all action required of the Loan Parties under Section 5.01(i) shall be completed substantially concurrently with the consummation of such acquisition or, if reasonably requested by the Administrative Agent, such Proposed Target (and any Subsidiary of the Proposed Target acquired as part of the acquisition) shall be a party to the Credit Documents as an additional borrower substantially concurrently with the consummation of such acquisition pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent; and (L) The consideration paid or payable in cash or other property (other than common Equity Securities) in connection with such acquisition (including “earn-out” or similar payments), when taken together with each other Permitted Acquisition consummated since the Closing Date shall not exceed $5,000,000 in the aggregate; provided, that consideration paid or payable in common Equity Securities of the Borrower or its Subsidiaries GPI shall not be subject to or of Net Cash Issuance Proceeds) paid in any Fiscal Year does not exceed $5,000,000; and (v) Acquisitions by any Loan Party of any Person as a new Subsidiary or of all or substantially all of the assets of any Person engaged in a type of business other than the type described in clause (iv) above provided that: (A) No Default has occurred and is continuing on the date of, or will result after giving effect to, any such Acquisition; and (B) The aggregate consideration paid by the Loan Parties for all such Acquisitions (excluding consideration consisting of the Equity Securities of the Borrower or its Subsidiaries or of Net Cash Issuance Proceeds) paid in any Fiscal Year does not exceed included in the aggregate limit of $1,000,0005,000,000 .

Mergers, Acquisitions, Etc. No Loan Party shall reorganize, recapitalize or consolidate with or merge into any other Person or permit any other Person to merge into it (other than solely to change the jurisdiction of incorporation it, acquire any Person as a new Subsidiary or organization acquire all or pursuant to an Acquisition permitted hereunder (but only to the extent done in compliance with the applicable provisions substantially all of the Security Agreement)), establish assets of any new Subsidiary (unless such new Subsidiary (other than an Exempt Subsidiary) becomes a Loan Party hereunder), or make any AcquisitionPerson, except for the following: (iA) the Borrower and the other Loan Parties may merge with each other, ; provided that (A1) no Default will shall have occurred and be continuing or would result after giving effect to any such merger and merger, (B2) in any such merger involving the BorrowerBorrower and another Loan Party, the Borrower is the surviving Person; , and (ii3) in any Subsidiary such merger involving a Guarantor and another Loan Party (other than the Borrower), such Guarantor is the surviving Person; and (B) a merger or consolidation of the Borrower may be merged a Person with or into any Loan Partythe Borrower, with or into a Guarantor, or be liquidated, wound up with or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or into a series of transactions, to any o Loan Party, Pledged Foreign Subsidiary which constitutes an acquisition permitted by Section 5.02(d)(ii); provided that no Default will shall have occurred and be continuing or would result after giving effect to any such merger; (iiiii) any Exempt Subsidiary Acquisitions by the Borrower, a Guarantor, or any a Pledged Foreign Subsidiary may be merged with or into any other Exempt Subsidiary or any other Foreign Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Exempt Subsidiary or any other Foreign Subsidiary, provided that no Default will result after giving effect to any such merger; (iv) Acquisitions of any Person engaged or the assets of a Person as a new Subsidiary or of all or substantially all of the assets of any other Person or identifiable business unit or division of any other Person (in each case, the business of manufacture, distribution or retail sale of natural or gourmet foods, vitamins, supplements or personal care items (and related grocery and other products) “Proposed Target”); provided that: (A) No Default has occurred and is continuing on the date of, or will result after giving effect to, any such Acquisition; andacquisition (actually and on a pro forma basis); (B) The aggregate consideration paid by Proposed Target is in the Loan Parties for all such Acquisitions (excluding consideration consisting same line of the Equity Securities of business as the Borrower or its Subsidiaries or a line of Net Cash Issuance Proceeds) paid in any Fiscal Year does not exceed $5,000,000; andbusiness substantially related thereto; (vC) Acquisitions by any Loan Party The acquisition of any Person the Proposed Target shall be completed as a new Subsidiary or result of an arm’s length negotiation (i.e. on a non-hostile basis); (D) The acquisition of the Proposed Target shall be consummated, in all or substantially material respects, in accordance with all applicable Governmental Rules; (E) The Proposed Target’s earnings before interest, taxes, depreciation and amortization (calculated in the same manner as EBITDA) for the last twelve months ending as of closing of such acquisition (as to such Proposed Target, the “Acquisition EBITDA”) is not less than negative $5,000,000 and such Proposed Target’s Acquisition EBITDA when added to the Acquisition EBITDA of each previously acquired Proposed Target with negative Acquisition EBITDA is not less than negative $10,000,000; (F) The Borrower has delivered to the Administrative Agent at least 15 calendar days prior to the closing date of such proposed acquisition: (1) written notice of such proposed acquisition, (2) financial statements of the subject of such acquisition (or, in the case of assets constituting less than all of the assets of any Person engaged a Person, the equivalent of financial statements with respect to such assets) to the extent available, but in a type of business other no event for less than the type immediately preceding twelve months, and (3) for each acquisition when the total consideration exceeds $10,000,000, pro forma financial statements reflecting the combined projected performance of the Loan Parties during the 12 months immediately following consummation of such transaction, certified to the Administrative Agent and the Lenders as being the good faith projections of the Borrower, in form and detail reasonably acceptable to the Administrative Agent, which projections shall show that such acquisition will not result in any Default hereunder; (G) The Borrower shall be in compliance with the financial covenants set forth in this Agreement on a pro forma basis after giving effect to the acquisition of the Proposed Target as of the last day of the fiscal quarter most recently ended; (H) The Administrative Agent shall prior to the proposed acquisition date have received a Compliance Certificate evidencing pro forma compliance as described in clause (ivG) above provided that:above; (AI) No Default has occurred and is continuing on The aggregate consideration after the date ofhereof for all acquisitions of Proposed Targets organized or domiciled under the law of any jurisdiction outside the United States shall not exceed $100,000,000 (or the dollar equivalent thereof determined, as to any acquisition, at the time of such acquisition); (J) The Administrative Agent shall hold a perfected, first priority security interest in and lien on all of the assets acquired by the Borrower or a Guarantor in such transaction (including but not limited to the assets of the Proposed Target (unless it is, or will result after giving effect tois acquired by, a Foreign Subsidiary), subject only to Permitted Liens and, if the Proposed Target survives such transaction as a separate Subsidiary, any Equity Securities in the Proposed Target to the extent required by and, in connection with any Foreign Subsidiary, within the time frame set forth in Section 5.01(i)) (it being understood that if those Equity Securities are Margin Stock, then the Loan Parties shall retire or otherwise cause such AcquisitionEquity Securities to no longer retain their status as Margin Stock immediately following such acquisition); (K) If such Proposed Target remains a separate Subsidiary, all action required of the Loan Parties under Section 5.01(i) shall be completed substantially concurrently with the consummation of such acquisition; and (BL) The aggregate amount of consideration paid or payable in cash or other property in connection with such acquisition (including seller notes, “earn-out” and other contingent consideration (if contingent, determined as if such “earn-out” or other contingent consideration will be earned, due and payable) calculated at the greater of (i) the maximum stated or determinable amount thereof, or if not stated or if indeterminable, the maximum amount thereof estimated in good faith by the Loan Parties for all such Acquisitions Borrower and (excluding ii) the amounts paid in respect thereof), when taken together with the aggregate amount of consideration consisting paid or payable in cash or other property in connection with each other Permitted Acquisition consummated on or after the Closing Date and with each Permitted Stock Repurchase consummated on or after the Closing Date shall not exceed the Permitted Acquisition and Stock Repurchase Maximum Amount as of the Equity Securities date of the Borrower or its Subsidiaries or of Net Cash Issuance Proceeds) paid in any Fiscal Year does not exceed in the aggregate $1,000,000such acquisition.

Mergers, Acquisitions, Etc. No Loan Party shall reorganize, recapitalize or consolidate with or merge into any other Person or permit any other Person to merge into it (it, or liquidate or dissolve or permit any of its Subsidiaries to liquidate or dissolve, or acquire any Person as a new Subsidiary or acquire all or substantially all of the assets, or any identifiable business unit or division, of any other than solely to change the jurisdiction of incorporation Person, or organization divide into two or more Persons pursuant to an Acquisition permitted hereunder (but only to the extent done in compliance with the applicable provisions a Plan of the Security Agreement)), establish any new Subsidiary (unless such new Subsidiary (other than an Exempt Subsidiary) becomes a Loan Party hereunder), or make any AcquisitionDivision, except for the following: (i) (x) the Borrower and the other Loan Parties may merge or consolidate with and into, or be dissolved or liquidated into, each other, ; provided that (A) no Default will shall have occurred and be continuing or would result after giving effect to any such merger and transaction, (B) the Borrower and Holdings may not merge or consolidate with and into, or be dissolved or liquidated into, each other, (C) in any such merger transaction involving the Borrower, the Borrower is the surviving Person, (D) in any such transaction involving Holdings, Holdings is the surviving Person, and (E) in any such transaction involving a Guarantor and another Loan Party (other than the Borrower or Holdings), a Guarantor is the surviving Person, and (y) any Subsidiary may be divided into two or more Persons pursuant to a Plan of Division (provided that each Person into which such Subsidiary is divided shall already be or become a Guarantor to the extent required by Section 5.01(i) and the Borrower shall comply with Section 5.01(i) in connection therewith); (ii) any Subsidiary Acquisitions by a Loan Party of all or substantially all the Borrower may be merged with or into any Loan Party, or be liquidated, wound up or dissolvedassets of, or all the equity interests in, a Person or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction an identifiable business unit or a series division or line of transactions, to any o Loan Party, provided that no Default will result after giving effect to any such merger; (iii) any Exempt Subsidiary or any Foreign Subsidiary may be merged with or into business of any other Exempt Subsidiary or any other Foreign SubsidiaryPerson (in each case, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Exempt Subsidiary or any other Foreign Subsidiary, provided that no Default will result after giving effect to any such merger; (iv) Acquisitions of any Person engaged in the business of manufacture, distribution or retail sale of natural or gourmet foods, vitamins, supplements or personal care items (and related grocery and other products) “Proposed Target”); provided that: (A) No Event of Default has occurred and is continuing on the date of, or will result after giving effect to, any such Acquisition; andacquisition (actually and on a pro forma basis); (B) The aggregate consideration paid Proposed Target is in the same, similar or related line of business in which the Loan Parties are engaged as of the Closing Date; (C) The acquisition of the Proposed Target shall be completed as a result of an arm’s length negotiation (i.e. on a non-hostile basis); (D) The acquisition of the Proposed Target shall be consummated, in all material respects, in accordance with all applicable Governmental Rules; (E) Both immediately before and after giving effect to such acquisition, the Total Leverage Ratio on a pro forma basis shall be no greater than the maximum ratio permitted under Section 5.03(a) (provided that the Total Leverage Ratio as of the effective date of such acquisition is calculated on a pro forma basis by using (1) Consolidated Adjusted EBITDA for the four consecutive fiscal quarter period ending on the last day of the most recently ended fiscal quarter of Holdings for which financial statements have been delivered hereunder, and (2) Funded Indebtedness as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements have been delivered hereunder, minus any repayments of such Indebtedness made since the last day of such most recently ended fiscal quarter (including simultaneously with the effectiveness of such acquisition), plus any additional Indebtedness incurred by the Loan Parties for since the last day of such most recently ended fiscal quarter (including simultaneously with the effectiveness of such acquisition)), and the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance with this condition; (F) In the case of an acquisition of assets, the Administrative Agent shall hold a perfected, first priority security interest in and Lien on all such Acquisitions (excluding consideration consisting of the Equity Securities assets directly or indirectly acquired by a Credit Party in such transaction (including but not limited to the assets owned by the Proposed Target), subject to any Liens that would otherwise constitute Permitted Liens, (G) In the case of an acquisition of all the equity interests in a Person, if such Proposed Target remains a separate Subsidiary, all action required of such Subsidiary and of the Borrower or its Subsidiaries or of Net Cash Issuance ProceedsLoan Parties under Section 5.01(i) paid shall be completed by the time(s) specified in any Fiscal Year does not exceed $5,000,000Section 5.01(i); and (vH) Acquisitions by If the consideration to be delivered in connection with the proposed acquisition includes any Loan Party of deferred consideration payable to any Person seller, such as payment under a new Subsidiary seller note, Earn-Outs, or of extraordinary payments under consulting, employment or lease agreements with such seller or its Affiliates, such deferred consideration shall in all or substantially all cases be expressly subordinated to payment of the assets of any Person engaged in Obligations pursuant to a type of business other than the type described in clause (iv) above provided that: (A) No Default has occurred and is continuing on the date of, Seller Subordinated Note or will result after giving effect to, any such Acquisition; and (B) The aggregate consideration paid by the Loan Parties for all such Acquisitions (excluding consideration consisting of the Equity Securities of the Borrower or its Subsidiaries or of Net Cash Issuance Proceeds) paid in any Fiscal Year does not exceed a subordination agreement substantially in the aggregate $1,000,000form of Exhibit O (or an agreement containing substantially similar terms).

Mergers, Acquisitions, Etc. No Loan Party shall consolidate with or merge into any other Person or The Borrower will not, and will not permit any other Person Restricted Subsidiary to, become a party to merge into it (other than solely to change the jurisdiction of incorporation a merger or organization or pursuant to an Acquisition permitted hereunder (but only to the extent done in compliance with the applicable provisions of the Security Agreement)), establish any new Subsidiary (unless such new Subsidiary (other than an Exempt Subsidiary) becomes a Loan Party hereunder)consolidation, or make any Acquisition, except for the following: (i) the Borrower and the other Loan Parties may merge with each other, provided that (A) no Default will result after giving effect to any such merger and (B) in any such merger involving the Borrower, the Borrower is the surviving Person; (ii) any Subsidiary of the Borrower may be merged with or into any Loan Party, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred purchase or otherwise disposed of, in one transaction or a series of transactions, to any o Loan Party, provided that no Default will result after giving effect to any such merger; (iii) any Exempt Subsidiary or any Foreign Subsidiary may be merged with or into any other Exempt Subsidiary or any other Foreign Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Exempt Subsidiary or any other Foreign Subsidiary, provided that no Default will result after giving effect to any such merger; (iv) Acquisitions of any Person engaged in the business of manufacture, distribution or retail sale of natural or gourmet foods, vitamins, supplements or personal care items (and related grocery and other products) provided that: (A) No Default has occurred and is continuing on the date of, or will result after giving effect to, any such Acquisition; and (B) The aggregate consideration paid by the Loan Parties for all such Acquisitions (excluding consideration consisting of the Equity Securities of the Borrower or its Subsidiaries or of Net Cash Issuance Proceeds) paid in any Fiscal Year does not exceed $5,000,000; and (v) Acquisitions by any Loan Party of any Person as a new Subsidiary or of acquire all or substantially all of the assets of any Person engaged in a type or any shares or other evidence of business other than the type described in clause (iv) above provided beneficial ownership of any Person, or wind-up, dissolve, or liquidate; provided, however, that: (Aa) No the Borrower or any Restricted Subsidiary shall be permitted to become a party to a merger or consolidation or acquire all or any part of the assets of any Person or any shares or other beneficial ownership of any Person, so long as (i) no Default is existing or would result therefrom, (ii) the Borrower has occurred given the Agent at least thirty (30) days prior notice of such merger, consolidation or acquisition, (iii) the Borrower has provided to the Banks calculations demonstrating the pro forma compliance with all financial and is continuing on the date ofother covenants contained herein, or will result after giving effect toto such merger, consolidation or acquisition, based on the most recently delivered financial statements, (iv) the total cash consideration paid in connection with all such mergers, consolidations or acquisitions, plus all Permitted Joint Venture Investments, shall not exceed $10,000,000 for any fiscal year, (v) the total cash and non-cash consideration paid and Debt assumed or incurred by the Borrower or any Restricted Subsidiary in connection with all such Acquisitionmergers, consolidations or acquisitions, plus all Permitted Joint Venture Investments, shall not exceed $25,000,000 for any fiscal year, (vi) the Person whose stock or assets is being acquired is conducting business in one or more of the Lines of Business, and (vii) the Borrower or such Restricted Subsidiary, as the case may be, is the surviving corporation in such merger or consolidation; and (Bb) The aggregate consideration paid by the Loan Parties for all such Acquisitions (excluding consideration consisting of the Equity Securities of any Restricted Subsidiary may be dissolved, liquidated or merged into the Borrower or its Subsidiaries another Restricted Subsidiary, so long as such dissolution, liquidation or merger results in all assets of Net Cash Issuance Proceeds) paid in any Fiscal Year does not exceed in such Restricted Subsidiary being owned by the aggregate $1,000,000Borrower or another Restricted Subsidiary.

Mergers, Acquisitions, Etc. No Loan Party shall reorganize or consolidate with or merge into any other Person or permit any other Person to merge into it (other than solely to change the jurisdiction of incorporation it, acquire any Person as a new Subsidiary or organization acquire all or pursuant to an Acquisition permitted hereunder (but only to the extent done in compliance with the applicable provisions substantially all of the Security Agreement)), establish assets of any new Subsidiary (unless such new Subsidiary (other than an Exempt Subsidiary) becomes a Loan Party hereunder), or make any AcquisitionPerson, except for the following: (iA) the Borrower and the other Loan Parties may merge with each other, ; provided that (A1) no Default will result after giving effect to any such merger shall have occurred and (B) in any such merger involving the Borrower, the Borrower is the surviving Person; (ii) any Subsidiary of the Borrower may be merged with continuing or into any Loan Party, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any o Loan Party, provided that no Default will would result after giving effect to any such merger; , (iii2) in any Exempt Subsidiary such merger involving the Borrower and another Loan Party, the Borrower is the surviving Person, and (3) in any such merger involving a Guarantor and another Loan Party (other than the Borrower), such Guarantor is the surviving Person; and (B) a merger or any Foreign Subsidiary may be merged consolidation of a Person with or into any other Exempt Subsidiary or any other Foreign Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Exempt Subsidiary or any other Foreign Subsidiary, Loan Party which constitutes an acquisition permitted by Section 5.02(d)(ii); provided that no Default will shall have occurred and be continuing or would result after giving effect to any such merger;; and (ivii) Acquisitions of any Person engaged or the assets of a Person as a new Subsidiary or of all or substantially all of the assets of any other Person or identifiable business unit or division of any other Person (in each case, the business of manufacture, distribution or retail sale of natural or gourmet foods, vitamins, supplements or personal care items (and related grocery and other products) “Proposed Target”); provided that: (A) No Default has occurred and is continuing on the date of, or will result after giving effect to, any such Acquisition; andacquisition (actually and on a pro forma basis); (B) The aggregate consideration paid by Proposed Target is in the Loan Parties for all such Acquisitions (excluding consideration consisting same line of the Equity Securities of business as the Borrower or its Subsidiaries or a line of Net Cash Issuance Proceeds) paid in any Fiscal Year does not exceed $5,000,000; andbusiness substantially related thereto; (vC) Acquisitions by any Loan Party The acquisition of the Proposed Target shall be completed as a result of an arm's length negotiation (i.e. on a non-hostile basis); (D) The acquisition of the Proposed Target shall be consummated, in all material respects, in accordance with all applicable Governmental Rules; (E) As of the date of and immediately after giving effect to such acquisition (including the incurrence of any Person as Indebtedness used to make such acquisition), the Total Leverage Ratio on a new Subsidiary pro forma basis would be not greater than 2.25:1.00; (F) For each proposed acquisition where the total consideration is less than $50,000,000, the Borrower has delivered to the Administrative Agent written notice of the same at least three Business Days' after the closing of such acquisition; (G) For each proposed acquisition where the total consideration is greater than or equal to $50,000,000, the Borrower has delivered to the Administrative Agent at least 10 calendar days prior to the closing date of all or substantially such proposed acquisition: (1) written notice of such proposed acquisition, (2) financial statements of the subject of such acquisition (or, in the case of assets constituting less than all of the assets of any Person engaged a Person, the equivalent of financial statements with respect to such assets) to the extent available, but in a type of business other no event for less than the type immediately preceding twelve months, and (3) pro forma financial statements reflecting the combined projected performance of the Loan Parties during the 12 months immediately following consummation of such transaction, certified to the Administrative Agent and the Lenders as being the good faith projections of the Borrower, in form and detail reasonably acceptable to the Administrative Agent, which projections shall show that such acquisition will not result in any Default hereunder; (H) For each proposed acquisition where the total consideration is greater than or equal to $150,000,000, as of the date of and immediately after giving effect to such acquisition, Liquidity shall be no less than $75,000,000; (I) In addition to clause (E) above, the Borrower shall be in compliance with the financial covenants set forth in this Agreement on a pro forma basis after giving effect to the acquisition of the Proposed Target as of the last day of the fiscal quarter most recently ended for which financial statements have been delivered to the Administrative Agent pursuant to Section 5.01(a)(i) or 5.01(a)(ii) hereof; (J) The Administrative Agent shall prior to the proposed acquisition date have received a Compliance Certificate evidencing pro forma compliance as described in clause (ivE), (H) above provided that:and (I) above, as applicable; (AK) No Default has occurred If such acquisition is (1) an acquisition of a Proposed Target that is organized or domiciled under the law of any jurisdiction outside of the United States of America, (2) an acquisition of a Proposed Target organized under the laws of the United States of America or any state thereof (including an acquisition of assets located in the United States of America) where 51% or more of the annual revenues of such Proposed Target (including assets located in the United States of America) are based in or from a jurisdiction outside of the United States or Canada (as determined from the most recently available financial information for such Proposed Target) or (3) an acquisition of assets located outside of the United States or Canada, the total consideration for such acquisition (which in the case of an acquisition of assets located outside of the United States or Canada, such consideration shall be the aggregate amount of consideration reasonably allocated to the acquisition of such assets), when taken together with the aggregate total consideration for all other acquisitions described in this clause (K) consummated after the Second Restatement Effective Date, shall not exceed $60,000,000 in the aggregate; (L) The Administrative Agent shall hold a perfected, first priority security interest in and is continuing lien on all of the date ofassets acquired by the Borrower or a Guarantor in such transaction (including but not limited to the assets of the Proposed Target (unless it is, or will result after giving effect tois acquired by, a Foreign Subsidiary), subject only to Permitted Liens and, if the Proposed Target survives such transaction as a separate Subsidiary, any Equity Securities in the Proposed Target to the extent required by and, in connection with any Foreign Subsidiary, within the time frame set forth in Section 5.01(i)) (it being understood that if those Equity Securities are Margin Stock, then the Loan Parties shall retire or otherwise cause such AcquisitionEquity Securities to no longer retain their status as Margin Stock immediately following such acquisition); and (BM) The aggregate consideration paid by If such Proposed Target remains a separate Subsidiary, all action required of the Loan Parties for all under Section 5.01(i) shall be completed within the time frames set forth within such Acquisitions (excluding consideration consisting of the Equity Securities of the Borrower or its Subsidiaries or of Net Cash Issuance Proceeds) paid in any Fiscal Year does not exceed in the aggregate $1,000,000Section.

Mergers, Acquisitions, Etc. No Loan Party Neither Tenant nor any of its Subsidiaries shall consolidate with or merge into any other Person Entity or permit any other Person Entity to merge into it (other than solely to change the jurisdiction of incorporation it, acquire any Entity as a new Subsidiary, or organization acquire all or pursuant to an Acquisition permitted hereunder (but only to the extent done in compliance with the applicable provisions substantially all of the Security Agreement))assets of any other Entity, establish and Tenant shall not sell all or substantially all of its assets to any new Subsidiary (unless such new Subsidiary (other than an Exempt Subsidiary) becomes a Loan Party hereunder), or make any AcquisitionEntity, except for the followingas follows: (i) the Borrower Any Subsidiary of Tenant may merge or consolidate with any other Subsidiary of Tenant, and the other Loan Parties Tenant or any Subsidiary of Tenant may merge with each other, provided that (A) no Default will result after giving effect to any such merger and (B) in any such merger involving the Borrower, the Borrower is the surviving Personestablish new Subsidiaries; (ii) any Any Subsidiary of the Borrower Tenant and its Subsidiaries may be merged merge or consolidate with or into any Loan Party, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any o Loan PartyTenant, provided that no Event of Default will result after giving effect to any such mergerhas occurred and is continuing and Tenant is the surviving corporation; (iii) any Exempt Any Subsidiary of Tenant may dissolve after transferring or distributing its assets to Tenant or any Foreign Subsidiary may be merged with or into any other Exempt Subsidiary or any other Foreign Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Exempt Subsidiary or any other Foreign SubsidiarySubsidiaries, provided that no Default will result after giving effect to any such merger; (iv) Acquisitions Event of any Person engaged in the business of manufacture, distribution or retail sale of natural or gourmet foods, vitamins, supplements or personal care items (and related grocery and other products) provided that: (A) No Default has occurred and is continuing on the date of, or will result after giving effect to, any such Acquisition; anddissolution; (Biv) The aggregate consideration paid by the Loan Parties for all Any Subsidiary of Tenant may merge or consolidate with any other Entity (other than Tenant or a Subsidiary), whether or not such Acquisitions (excluding consideration consisting other Entity becomes a Subsidiary of the Equity Securities of the Borrower Tenant, or its Subsidiaries or of Net Cash Issuance Proceeds) paid in acquire any Fiscal Year does not exceed $5,000,000; and (v) Acquisitions by any Loan Party of any Person Entity as a new Subsidiary or of acquire all or substantially all of the assets of any Person engaged other Entity, provided, that no Event of Default has occurred and is continuing and Tenant shall continue to be in compliance with each of the financial covenants set forth in Section 21.22 hereof immediately following any such merger, consolidation or acquisition (notwithstanding the determination dates otherwise in effect under Section 21.22) and after giving effect thereto on a type pro forma basis; and, with respect to any such transaction in which the consideration being paid by Tenant or any of business its Subsidiaries exceeds $50,000,000, the chief executive officer, chief financial officer or treasurer of Tenant shall have delivered a compliance certificate as of the date of such merger, consolidation or acquisition certifying that no Event of Default has occurred and is continuing and as to such compliance and showing the calculation of the financial ratios and tests specified in such financial covenants; and (v) Tenant may merge or consolidate with any other than Entity or acquire any Entity as a new Subsidiary or acquire all or substantially all of the type described in clause (iv) above assets of any other Entity or sell all or substantially all of its assets to any Entity, provided that: (A) No Default has occurred in the case of any merger or consolidation, either (1) Tenant is the surviving corporation or (2) the surviving Entity (x) is a solvent Entity organized under the laws of a country member to the Organization for Economic Cooperation and is continuing on the date ofDevelopment, or will result Bermuda, Barbados or the Cayman Islands, and (y) assumes all of the obligations of Tenant in a manner acceptable to the Landlord and, if requested by Landlord, delivers one or more opinions of counsel from counsel acceptable to Landlord as to the enforceability of the Obligations against the surviving Entity and such other matters as Landlord may reasonably request; (B) in the case of any merger or consolidation, if Tenant is not the surviving Entity, or in the case of a disposition of all or substantially all of Tenant’s assets, the surviving or acquiring Entity, after giving effect toto such merger or consolidation or such acquisition of Tenant’s assets: (1) shall have a rating of its unsecured and non-credit enhanced senior obligations of at least BBB+ from S&P or Baa1 from Xxxxx’x; provided that if such obligations are not rated by S&P or Xxxxx’x, any Tenant or the surviving or acquiring Entity shall have presented evidence reasonably satisfactory to Landlord that such Acquisitionobligations are rated, pursuant to the internal scoring or rating procedures of an internationally recognized financial institution not an Affiliate of Tenant or Landlord, at a level not less than the equivalent of BBB+ by S&P or Baa1 by Xxxxx’x; and (B2) The aggregate shall present an acceptable exposure to Landlord, in accordance with Landlord’s then current guidelines regarding Landlord’s existing outstanding credits to such surviving or acquiring Entity, the industry that constitutes such Entity’s primary business activities, and the country(ies) in which such Entity conducts its primary business activities, based on Landlord’s exposures at the time of such merger, consolidation or disposition of assets; (C) in each case, no Event of Default shall have occurred and be continuing at the date of such merger, consolidation, acquisition or disposition or shall occur as a result of giving effect thereto; (D) in each case, Tenant or the surviving Entity, as the case my be, shall be in compliance with Section 21.22 determined as of the date of such merger, consolidation or acquisition (notwithstanding the determination dates otherwise in effect under Section 21.22) and after giving effect thereto on a pro forma basis; and (E) in each case in which the consideration being paid by Tenant or any of its Subsidiaries exceeds $50,000,000 or in which Tenant is not the Loan Parties for all such Acquisitions surviving Entity, the chief executive officer, chief financial officer or treasurer of Tenant (excluding consideration consisting or of the Equity Securities surviving Entity, if Tenant is not the surviving Entity) shall have delivered a compliance certificate as of the Borrower date of such merger, consolidation or its Subsidiaries or acquisition certifying as to the matters in clause (C) above and showing the calculation of Net Cash Issuance Proceedsthe financial ratios and tests referred to in clause (D) paid in any Fiscal Year does not exceed in the aggregate $1,000,000above.

Mergers, Acquisitions, Etc. No Loan Party Neither the Lessee nor any of its Subsidiaries shall consolidate with or merge into any other Person or permit any other Person to merge into it (other than solely to change the jurisdiction of incorporation it, acquire any Person as a new Subsidiary or organization acquire all or pursuant to an Acquisition permitted hereunder (but only to the extent done in compliance with the applicable provisions substantially all of the Security Agreement)), establish assets of any new Subsidiary (unless such new Subsidiary (other than an Exempt Subsidiary) becomes a Loan Party hereunder), or make any AcquisitionPerson, except for the following: (i) Any Subsidiary of the Borrower Lessee may merge or consolidate with any other Subsidiary of Lessee, and the other Loan Parties Lessee or any Subsidiary of the Lessee may merge with each other, provided that (A) no Default will result after giving effect to any such merger and (B) in any such merger involving the Borrower, the Borrower is the surviving Personestablish new Subsidiaries; (ii) any Any Subsidiary of the Borrower Lessee may be merged merge or consolidate with or into any Loan Partythe Lessee, or be liquidatedprovided, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any o Loan Party, provided that no Default will result after giving effect to any such mergerthe Lessee is the surviving corporation; (iii) any Exempt Any Subsidiary of the Lessee may dissolve after transferring or distributing its assets to the Lessee or any Foreign Subsidiary may be merged with or into any other Exempt Subsidiary or any other Foreign Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its businessSubsidiaries, property or assets may be conveyedprovided, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Exempt Subsidiary or any other Foreign Subsidiary, provided that no Default will result after giving effect to any such merger; (iv) Acquisitions of any Person engaged in the business of manufacture, distribution or retail sale of natural or gourmet foods, vitamins, supplements or personal care items (and related grocery and other products) provided that: (A) No Default has occurred and is continuing on the date of, or will result after giving effect to, any such Acquisition; anddissolution; (Biv) The aggregate consideration paid by the Loan Parties for all such Acquisitions (excluding consideration consisting Any Subsidiary of the Equity Securities Lessee may merge or consolidate with any other Person, whether or not such other Person becomes a Subsidiary of the Borrower Lessee, or its Subsidiaries or of Net Cash Issuance Proceeds) paid in any Fiscal Year does not exceed $5,000,000; and (v) Acquisitions by any Loan Party of acquire any Person as a new Subsidiary or of acquire all or substantially all of the assets of any other Person, provided, that the Lessee shall continue to be in compliance with each of the financial covenants set forth in Section 9.3 hereof immediately following any such merger, consolidation or acquisition; and (v) The Lessee may merge or consolidate with any other Person, acquire any Person engaged in as a type new Subsidiary or acquire all or substantially all of business the assets of any other than the type described in clause (iv) above provided that: Person, provided, that (A) No in the case of any merger or consolidation, either (1) the Lessee is the surviving corporation or (2) the surviving Person (x) is a solvent United States corporation and (y) assumes all of the obligations of the Lessee in a manner reasonably acceptable to the Administrative Agent and (B) no Lease Default has occurred and is continuing on at the date oftime of such merger, consolidation or acquisition or will result occur after giving effect toto such merger, any such Acquisition; and (B) The aggregate consideration paid by the Loan Parties for all such Acquisitions (excluding consideration consisting of the Equity Securities of the Borrower consolidation or its Subsidiaries or of Net Cash Issuance Proceeds) paid in any Fiscal Year does not exceed in the aggregate $1,000,000acquisition.

Mergers, Acquisitions, Etc. No A Loan Party shall not, and shall not permit any of its Subsidiaries to (v) merge with or into, consolidate with or merge into acquire any other Person Person, (w) liquidate, wind-up, dissolve or permit divide, (x) acquire any other Person to merge into it (other than solely to change the jurisdiction of incorporation or organization or pursuant to an Acquisition permitted hereunder (but only to the extent done in compliance with the applicable provisions of the Security Agreement)), establish any new Subsidiary (unless such new Subsidiary (other than an Exempt Subsidiary) becomes a Loan Party hereunder), or make any Acquisition, except for the following: (i) the Borrower and the other Loan Parties may merge with each other, provided that (A) no Default will result after giving effect to any such merger and (B) in any such merger involving the Borrower, the Borrower is the surviving Person; (ii) any Subsidiary of the Borrower may be merged with or into any Loan Party, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any o Loan Party, provided that no Default will result after giving effect to any such merger; (iii) any Exempt Subsidiary or any Foreign Subsidiary may be merged with or into any other Exempt Subsidiary or any other Foreign Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Exempt Subsidiary or any other Foreign Subsidiary, provided that no Default will result after giving effect to any such merger; (iv) Acquisitions of any Person engaged in the business of manufacture, distribution or retail sale of natural or gourmet foods, vitamins, supplements or personal care items (and related grocery and other products) provided that: (A) No Default has occurred and is continuing on the date of, or will result after giving effect to, any such Acquisition; and (B) The aggregate consideration paid by the Loan Parties for all such Acquisitions (excluding consideration consisting of the Equity Securities of the Borrower or its Subsidiaries or of Net Cash Issuance Proceeds) paid in any Fiscal Year does not exceed $5,000,000; and (v) Acquisitions by any Loan Party of any Person as a new Subsidiary or of all or substantially all portion of the assets of any Person engaged Person, other than in a type the ordinary course of business, except: (a) Any Acquisition that satisfies the following conditions: (i) no Event of Default or Potential Default shall have occurred and be continuing or shall occur after giving effect to such Acquisition; (ii) such Acquisition is related to the same or similar line of business as any Loan Party or any Subsidiary of a Loan Party, or of assets useful in the business of any Loan Party or any Subsidiary of a Loan Party, in each case after taking into consideration the advancement of technology and the evolution of the business sectors in which the Loan Parties and their Subsidiaries compete; (iii) the Consolidated Leverage Ratio as of the end of the fiscal quarter most recently completed prior to the consummation of such Acquisition, calculated on a pro forma basis as if the Acquisition had been consummated at the beginning of the period of four fiscal quarters ending at the end of such fiscal quarter, consistent with the definition of the term “Consolidated Leverage Ratio”, is not greater than 3.00 to 1.00; (b) Joint Venture Investments permitted by Section 7.08(c); (c) A Loan Party (other than the type described Borrower) may merge out of existence, liquidate, wind-up or dissolve if such Loan Party has no substantial assets and has been dormant for at least one year or if such merger, liquidation, winding-up or dissolution (i) would not be disadvantageous, in clause any material respect, to such Loan Party and its Subsidiaries taken as a whole (ivas determined in good faith by the Borrower) above provided that: and (Aii) No Default has occurred and is continuing on would not materially adversely affect the date of, or will result after giving effect to, any such AcquisitionLenders (as reasonably determined by the Agent); and (Bd) The aggregate consideration paid by A Loan Party, other than the Borrower, may merge with another Loan Parties for all such Acquisitions (excluding consideration consisting of the Equity Securities of the Borrower or its Subsidiaries or of Net Cash Issuance Proceeds) paid in any Fiscal Year does not exceed in the aggregate $1,000,000Party and a Non-Loan Party may merge with another Non-Loan Party.

Mergers, Acquisitions, Etc. No Loan Party shall reorganize, recapitalize or consolidate with or merge into any other Person or permit any other Person to merge into it (other than solely to change the jurisdiction of incorporation it, acquire any Person as a new Subsidiary or organization acquire all or pursuant to an Acquisition permitted hereunder (but only to the extent done in compliance with the applicable provisions substantially all of the Security Agreement)), establish assets of any new Subsidiary (unless such new Subsidiary (other than an Exempt Subsidiary) becomes a Loan Party hereunder), or make any AcquisitionPerson, except for the following: (i) the Borrower The Borrowers and the other Loan Parties may merge or consolidate with and into, or be dissolved or liquidated into, each other, ; provided that (A) no Event of Default will shall have occurred and be continuing or would result after giving effect to any such merger and transaction, (B) in any such merger transaction involving the Borrowera Borrower and another Loan Party, the Borrower is the surviving Person, and (C) in any such transaction involving a Guarantor and another Loan Party (other than a Borrower), a Guarantor is the surviving Person; (ii) any Subsidiary Acquisitions by a Loan Party of all or substantially all the Borrower may be merged with or into any Loan Party, or be liquidated, wound up or dissolvedassets of, or all the equity interests in, a Person or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction an identifiable business unit or a series division or line of transactions, to any o Loan Party, provided that no Default will result after giving effect to any such merger; (iii) any Exempt Subsidiary or any Foreign Subsidiary may be merged with or into business of any other Exempt Subsidiary or any other Foreign SubsidiaryPerson (in each case, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Exempt Subsidiary or any other Foreign Subsidiary, provided that no Default will result after giving effect to any such merger; (iv) Acquisitions of any Person engaged in the business of manufacture, distribution or retail sale of natural or gourmet foods, vitamins, supplements or personal care items (and related grocery and other products) “Proposed Target”); provided that:: ​ (A) No Event of Default has occurred and is continuing on the date of, or will result after giving effect to, any such Acquisitionacquisition (actually and on a pro forma basis); and​ (B) The aggregate consideration paid by Proposed Target is in the same, similar or related line of business in which the Loan Parties for all such Acquisitions (excluding consideration consisting are engaged as of the Equity Securities Fifth Restatement Effective Date; ​ -115- 4147-6459-6034 ​ (C) The acquisition of the Borrower or its Subsidiaries or Proposed Target shall be completed as a result of Net Cash Issuance Proceeds) paid in any Fiscal Year does not exceed $5,000,000an arm’s length negotiation (i.e. on a non-hostile basis); and​ (vD) Acquisitions by The acquisition of the Proposed Target shall be consummated, in all material respects, in accordance with all applicable Governmental Rules; ​ (E) The financial covenants set forth in Section 5.03 will be satisfied on a pro forma basis after giving effect to the acquisition and other customary and appropriate pro forma adjustments, including any Loan Party acquisitions or dispositions after the relevant financial reporting period but prior to or simultaneous with the acquisition of the Proposed Target (and, as a condition precedent to the consummation of any Person as such acquisition, the Borrowers shall deliver to the Administrative Agent a new Subsidiary or certificate setting forth in reasonable detail the calculations demonstrating such compliance); ​ (F) The Borrowers have delivered to the Administrative Agent, (1) financial statements of all or substantially the subject of such acquisition (or, in the case of assets constituting less than all of the assets of any Person engaged a Person, the equivalent of financial statements with respect to such assets) to the extent available, but in a type of business other no event for less than the type described immediately preceding 12 months (or such other period of time agreed to by the Administrative Agent in clause its sole discretion), and (iv2) above provided that: (A) No Default has occurred and is continuing on pro forma financial statements reflecting the date of, or will result after giving effect to, any such Acquisition; and (B) The aggregate consideration paid by combined projected performance of the Loan Parties for all during the 12 months immediately following consummation of such Acquisitions (excluding consideration consisting transaction, certified to the Administrative Agent and the Lenders as being the good faith projections of the Equity Securities Borrowers, in form and detail reasonably acceptable to the Administrative Agent, which projections shall show that such acquisition will not result in any Default; ​ (G) No Proposed Target shall be organized or domiciled under the law of any jurisdiction outside the United States, and no Proposed Target shall have more than 10% of its assets or annual revenues based outside of the United States (as determined from the most recently available financial information for the Proposed Target); (H) In the case of an acquisition of all the equity interests in a Person, if such Proposed Target remains a separate Subsidiary, all action required of such Subsidiary and of the Loan Parties under Section 5.01(j) shall be completed by the time(s) specified in Section 5.01(j); and ​ ​ (iii) Any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower or its Subsidiaries or of Net Cash Issuance Proceeds) paid in any Fiscal Year does and not exceed in materially disadvantageous to the aggregate $1,000,000.Lenders. ​ 4147-6459-6034 ​

Mergers, Acquisitions, Etc. No Loan Party shall consolidate with or merge into any other Person or permit any other Person to merge into it (other than solely it, or liquidate or dissolve or permit any of its Subsidiaries to change the jurisdiction of incorporation liquidate or organization dissolve, or pursuant to an Acquisition permitted hereunder (but only to the extent done in compliance with the applicable provisions acquire any Person as a new Subsidiary or acquire all or substantially all of the Security Agreement)), establish any new Subsidiary (unless such new Subsidiary (other than an Exempt Subsidiary) becomes a Loan Party hereunder)assets, or make any Acquisitionidentifiable business unit or division, of any other Person, except for the following: (i) the Borrower Borrowers and the other Loan Parties (other than Parent) may merge with each other, ; provided that (A) no Default will shall have occurred and be continuing or would result after giving effect to any such merger and merger, (B) in any such merger involving a Borrower and another Loan Party (other than another Borrower), such Borrower is the Borrowersurviving Person, the and (C) in any such merger involving a Guarantor and another Loan Party (other than a Borrower or another Guarantor), such Guarantor is the surviving Person; (ii) any Subsidiary a merger or consolidation of the a Person into a Borrower may be merged with or into any Loan Party, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any o Loan Party, Guarantor which constitutes an acquisition permitted by Section 5.02(d)(iii); provided that no Default will shall have occurred and be continuing or would result after giving effect to any such mergermerger or consolidation; (iii) any Exempt Subsidiary or any Foreign Subsidiary may be merged with or into any other Exempt Subsidiary or any other Foreign Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction Acquisitions by a Borrower or a series of transactions, to any other Exempt Subsidiary or any other Foreign Subsidiary, provided that no Default will result after giving effect to any such merger; (iv) Acquisitions Guarantor of any Person engaged or the assets of a Person as a new Subsidiary or of all or substantially all of the assets of any other Person or identifiable business unit or division of any other Person (in each case, the business of manufacture“Proposed Target” and any such acquisition, distribution or retail sale of natural or gourmet foods, vitamins, supplements or personal care items (and related grocery and other products) a “Permitted Acquisition”); provided that: (A) No Default has occurred and is continuing on the date of, or will result after giving effect to, any such Acquisition; andacquisition (actually and on a pro forma basis); (B) The aggregate consideration paid Proposed Target is in a business permitted under Section 5.02(g) hereof; (C) The acquisition of the Proposed Target shall be completed as a result of an arm’s length negotiation (i.e. on a non-hostile basis); (D) The acquisition of the Proposed Target shall be consummated, in all material respects, in accordance with all applicable Governmental Rules; (E) The Proposed Target’s Adjusted EBITDA for the last twelve months ending as of a recent date prior to such acquisition (after giving effect to any adjustments contemplated in the definition of Adjusted EBITDA with respect to such Proposed Target, it being understood that any such adjustments are subject to the review and exclusion by the Loan Parties for all such Acquisitions Administrative Agent in the exercise of its reasonable discretion) is not less than zero; (excluding consideration consisting F) The Borrowers have delivered to the Administrative Agent, (1) except in the case of a proposed acquisition of less than $5,000,000 to the extent not available, financial statements of the Equity Securities subject of such acquisition (or, in the Borrower or its Subsidiaries or case of Net Cash Issuance Proceeds) paid in any Fiscal Year does not exceed $5,000,000; and (v) Acquisitions by any Loan Party of any Person as a new Subsidiary or of all or substantially assets constituting less than all of the assets of a Person, the substantial equivalent of financial statements with respect to such assets) to the extent available, but in no event for less than the immediately preceding twelve months (or such other period of time agreed to by the Administrative Agent in its reasonable discretion), and (2) in the case of a proposed acquisition of more than $10,000,000, pro forma financial statements reflecting the combined projected performance of the Loan Parties during the 12 months immediately following consummation of such transaction, certified to the Administrative Agent and the Lenders as being the good faith projections of the Borrowers, in form and detail reasonably acceptable to the Administrative Agent, which projections shall show that such acquisition will not result in any Person engaged Default hereunder; (G) No Proposed Target shall be organized or domiciled under the law of any jurisdiction outside the United States, and no Proposed Target shall have more than 15% of its assets or annual revenues based in or from outside of the United States or Canada (as determined from the most recently available financial information for the Proposed Target); (H) The consideration paid or payable in cash (including any earn-out or similar contingent consideration) in connection with such acquisition, together with the amount of Acquired Indebtedness related to such acquisition, when taken together with each other Permitted Acquisition consummated after the Closing Date, but excluding any Equity Securities issued by Parent (or capital contribution to Parent) in connection with such Permitted Acquisition and the proceeds thereof, that are paid in connection with such Permitted Acquisition, shall not exceed, when added to Investments made pursuant to Section 5.02(e)(xii), $60,000,000 in the aggregate; (I) If the consideration paid or payable in cash (including any earn-out or similar contingent consideration) in connection with such acquisition, together with the amount of Acquired Indebtedness related to such acquisition, when taken together with each other Permitted Acquisition consummated after the Closing Date, but excluding any Equity Securities issued by Parent (or capital contribution to Parent) in connection with such Permitted Acquisition and the proceeds thereof, that are paid in connection with such Permitted Acquisition, when added to Investments made pursuant to Section 5.02(e)(xii), exceeds $20,000,000 in the aggregate, then as of the date of and after giving effect to such acquisition, the Total Leverage Ratio on a type pro forma basis would be no greater than 0.25 less than the maximum ratio permitted as of business the last day of the then applicable fiscal quarter pursuant to Section 5.03(a); (iv) Any Loan Party (other than the type described Parent or the Borrowers) may liquidate or dissolve if the Borrowers determine in clause (iv) above provided that: (A) No Default has occurred and good faith that such liquidation or dissolution is continuing on in the date of, or will result after giving effect to, any such Acquisition; and (B) The aggregate consideration paid by the Loan Parties for all such Acquisitions (excluding consideration consisting best interest of the Equity Securities Borrowers; provided that if such Loan Party is a Guarantor that liquidates or dissolves, all the assets of the Borrower such Guarantor are transferred upon such liquidation or its Subsidiaries dissolution to another Guarantor or of Net Cash Issuance Proceeds) paid in any Fiscal Year does not exceed in the aggregate $1,000,000to a Borrower.

Mergers, Acquisitions, Etc. No Loan Party shall reorganize, recapitalize, liquidate, dissolve or consolidate with or merge into any other Person or permit any other Person to merge into it (other than solely to change the jurisdiction of incorporation it, acquire any Person as a new Subsidiary or organization acquire all or pursuant to an Acquisition permitted hereunder (but only to the extent done in compliance with the applicable provisions substantially all of the Security Agreement)), establish assets of any new Subsidiary (unless such new Subsidiary (other than an Exempt Subsidiary) becomes a Loan Party hereunder), or make any AcquisitionPerson, except for the following: (i) the Borrower and the other Loan Parties (other than GPI) may consolidate or merge with each other, ; provided that (A) no Default will or Event of Default (or event or circumstance described in Section 2.06(d)) shall have occurred and be continuing or would result after giving effect to any such consolidation or merger and (B) in any such consolidation or merger involving the BorrowerBorrower and another Loan Party, the Borrower is the surviving Person; (ii) any Subsidiary of the Borrower may be merged with or into any Loan Party, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any o Loan Party, provided that no Default will result after giving effect to any such mergerIntentionally Omitted; (iii) any Exempt Subsidiary or any Foreign Subsidiary may be merged with or into any other Exempt Subsidiary or any other Foreign Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction Acquisitions by the Borrower or a series of transactions, to any other Exempt Subsidiary or any other Foreign Subsidiary, provided that no Default will result after giving effect to any such merger; (iv) Acquisitions Guarantor of any Person engaged or the assets of a Person as a new Subsidiary or of all or substantially all of the assets of any other Person or identifiable business unit or division of any other Person (in each case, the business of manufacture, distribution or retail sale of natural or gourmet foods, vitamins, supplements or personal care items (and related grocery and other products) “Proposed Target”); provided that: (A) No Default or Event of Default (or event or circumstance described in Section 2.06(d)) has occurred and is continuing on the date of, or will result after giving effect to, any such Acquisition; andacquisition (actually and on a pro forma basis); (B) The aggregate consideration paid by Proposed Target is in the same or similar line of business as the Borrower; (C) The acquisition of the Proposed Target shall be completed as a result of an arm’s length negotiation (i.e. on a non-hostile basis); (D) The Proposed Target’s earnings before interest, taxes, depreciation and amortization (calculated in a manner reasonably acceptable to the Administrative Agent) for the last twelve months ending as of closing of such acquisition is not less than zero; (E) The acquisition of the Proposed Target shall be consummated, in all material respects, in accordance with all applicable laws and all applicable Governmental Authorizations; (F) The Borrower have delivered to the Administrative Agent, (1) written notice of such proposed acquisition at least 20 calendar days prior to the closing date of such proposed acquisition, (2) financial statements of the subject of such acquisition (or, in the case of assets constituting less than all of the assets of a Person, the equivalent of financial statements with respect to such assets) to the extent available, but in no event for less than the immediately preceding twelve months, and (3) pro forma financial statements reflecting the combined projected performance of the Loan Parties for all during the 12 months immediately following consummation of such Acquisitions (excluding consideration consisting transaction, certified to the Administrative Agent and the Lenders as being the good faith projections of the Borrower, in form and detail reasonably acceptable to the Administrative Agent, which projections shall show that such acquisition will not result in any Default hereunder (or event or circumstance described in Section 2.06(d)); (G) The Borrower shall be in compliance with the covenants in Section 5.03 and any financial covenants set forth in this Agreement on a pro forma basis after giving effect to the acquisition of the Proposed Target as of the last day of the fiscal quarter most recently ended and, prior to the proposed acquisition date, the Administrative Agent shall have received a Compliance Certificate evidencing such pro forma compliance; (H) No Proposed Target shall be organized or domiciled under the law of any jurisdiction outside the United States or Canada, and no Proposed Target shall have more than 10% of its assets or annual revenues based in or from outside of the United States or Canada (as determined from the most recently available financial information for the Proposed Target); (I) The Proposed Target shall be owned directly by the Borrower or, if the Proposed Target remains a separate entity, be a wholly-owned Subsidiary of the Borrower after giving effect to the acquisition; (J) The Collateral Agent shall hold a perfected, first priority security interest in and lien on all of the assets acquired by the Borrower or a Guarantor in such transaction (including but not limited to the assets of the Proposed Target, subject only to Permitted Liens and, if the Proposed Target survives such transaction as a separate Subsidiary, any Equity Securities in the Proposed Target to the extent required by Section 5.01(i)); (K) If such Proposed Target remains a separate Subsidiary, all action required of the Loan Parties under Section 5.01(i) shall be completed substantially concurrently with the consummation of such acquisition or, if reasonably requested by the Administrative Agent, such Proposed Target (and any Subsidiary of the Proposed Target acquired as part of the acquisition) shall be a party to the Credit Documents as an additional borrower substantially concurrently with the consummation of such acquisition pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent; and (L) The consideration paid or payable in cash or other property (other than common Equity Securities) in connection with such acquisition (including “earn-out” or similar payments), when taken together with each other Permitted Acquisition consummated since the Original Closing Date shall not exceed $5,000,000 in the aggregate (plus an amount equal to (1) 25% multiplied by (2) the cumulative amount of OIBDA that is generated from and after October 1, 2007 to the extent such OIBDA exceeds $50,000,000); provided, that (x) consideration paid or payable in common Equity Securities of the Borrower or its Subsidiaries GPI shall not be subject to or included in the dollar limit set forth in this clause (L) and (y) the acquisition of Net Cash Issuance Proceeds) a company disclosed to the Administrative Agent in writing prior to the Closing Date for an amount of up to $10,000,000 of cash consideration paid in any Fiscal Year does not exceed $5,000,000; and (v) Acquisitions by any Loan Party of any Person as a new Subsidiary or of all or substantially all of the assets closing of any Person engaged such acquisition (plus an additional amount of up to $2,500,000 in a type of business other than earn-out payments to the type described extent actually earned pursuant to the documents executed in connection with such acquisition) shall not be subject to or included in the dollar limit set forth in this clause (iv) above provided that: (A) No Default has occurred and is continuing on the date of, or will result after giving effect to, any such Acquisition; and (B) The aggregate consideration paid by the Loan Parties for all such Acquisitions (excluding consideration consisting of the Equity Securities of the Borrower or its Subsidiaries or of Net Cash Issuance Proceeds) paid in any Fiscal Year does not exceed in the aggregate $1,000,000L).