Common use of Mergers, Acquisitions, Etc Clause in Contracts

Mergers, Acquisitions, Etc. Merge with or into or consolidate with any other Person; liquidate, wind up, dissolve or divide; acquire all or substantially all of the properties or assets of any ongoing concern or ongoing line of business; acquire all or substantially all of the capital stock or other equity interests in or of any other Person other than in the ordinary course of business; or agree, become or remain liable (contingently or otherwise) to do any of the foregoing, or permit any of its Subsidiaries to do any of the foregoing, except: (i) the Company or any Subsidiary of the Company may acquire all or substantially all of the properties or assets of any other Person, acquire all or substantially all of the capital stock or other equity interests in or of any other Person, or become or remain liable (contingently or otherwise) to do any of the foregoing, (ii) a directly or indirectly wholly owned Domestic Subsidiary of the Company (or any Subsidiary of such Subsidiary) may merge with or into or consolidate with or into any other wholly owned Domestic Subsidiary of the Company (or any Subsidiary of such Subsidiary), (iii) a directly or indirectly wholly owned Subsidiary of the Company that is not a Subsidiary Guarantor (or any Subsidiary of such Subsidiary) may merge with or into or consolidate with or into any other wholly owned Subsidiary of the Company (or any Subsidiary of such Subsidiary), and (iv) a directly or indirectly wholly owned Subsidiary of the Company (or any Subsidiary of such Subsidiary) may merge with the Company, provided that the Company shall be the surviving corporation, and provided further, in the case of each transaction permitted in clauses (i), (ii) and (iii), that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom.

Mergers, Acquisitions, Etc. Merge None of FIL, Borrower or any of FIL’s other Subsidiaries shall consolidate with or merge into or consolidate with any other Person; liquidatePerson or permit any other Person to merge into them (in each case other than in connection with a transaction permitted under Subparagraphs 5.02(c)(vii), wind up5.02(c)(viii) or 5.02(c)(ix)), dissolve acquire any Person as a new Subsidiary or divide; acquire all or substantially all of the properties or assets of any ongoing concern other Person, except for the following: (i) FIL, Borrower and any of FIL’s other Subsidiaries may merge with each other and with any other Person permitted to be acquired as a new Subsidiary under Clause (d)(ii) below, provided that (A) (1) in any such merger involving Borrower, Borrower is the surviving corporation and (2) in any such merger involving a Guarantor, the surviving corporation becomes a Guarantor and (B) in each case, no Default has occurred and is continuing on the date of, or ongoing line will result after giving effect to, any such merger; and (ii) FIL, Borrower and FIL’s other Subsidiaries may acquire any Person as a new Subsidiary or of business; acquire all or substantially all of the capital stock or other equity interests in or assets of any other Person other than in the ordinary course of business; or agreePerson, become or remain liable (contingently or otherwise) to do any of the foregoing, or permit any of its Subsidiaries to do any of the foregoing, exceptprovided that: (iA) No Default has occurred and is continuing on the date of, or will result after giving effect to, any such acquisition; (B) Such Person is not primarily engaged in any business substantially different from (1) the Company present business of FIL, Borrower or such Subsidiary or (2) any Subsidiary of the Company may acquire all or substantially all of the properties or assets of any other Person, acquire all or substantially all of the capital stock or other equity interests in or of any other Person, or become or remain liable (contingently or otherwise) to do any of the foregoing, (ii) a directly or indirectly wholly owned Domestic Subsidiary of the Company (or any Subsidiary of such Subsidiary) may merge with or into or consolidate with or into any other wholly owned Domestic Subsidiary of the Company (or any Subsidiary of such Subsidiary), (iii) a directly or indirectly wholly owned Subsidiary of the Company that is not a Subsidiary Guarantor (or any Subsidiary of such Subsidiary) may merge with or into or consolidate with or into any other wholly owned Subsidiary of the Company (or any Subsidiary of such Subsidiary), business reasonably related thereto; and (ivC) a directly or indirectly wholly owned Subsidiary of the Company (or any Subsidiary of such Subsidiary) may merge with the Company, provided that the Company shall be the surviving corporation, and provided further, in In the case of each transaction permitted in clauses (i)an acquisition of a Person as a new Subsidiary, (ii) FIL, Borrower, such Subsidiary or FIL’s other Subsidiaries possess the power to direct or cause the direction of the management and (iii), that no Default shall have occurred and be continuing at the time policies of such proposed transaction or would result therefromPerson.

Mergers, Acquisitions, Etc. Merge with or into or consolidate with any other Person; liquidate, wind up, dissolve or divide; acquire all or substantially all of the properties or assets of any ongoing concern or ongoing line of business; acquire all or substantially all of the capital stock or other equity interests in or of any other Person other than in the ordinary course of business; or agree, become or remain liable (contingently or otherwise) to do any of the foregoing, or permit any of its Subsidiaries to do any of the foregoing, except: (i) the Company Guarantor or any Subsidiary of the Company Guarantor may acquire all or substantially all of the properties or assets of any other Person, acquire all or substantially all of the capital stock or other equity interests in or of any other Person, or become or remain liable (contingently or otherwise) to do any of the foregoing, (ii) a directly or indirectly wholly owned Domestic Subsidiary of the Company Guarantor (or any Subsidiary of such Subsidiary) may merge with or into or into, consolidate with or into, or liquidate into any other wholly owned Domestic Subsidiary of the Company Guarantor (or any Subsidiary of such Subsidiary),, and (iii) a directly or indirectly wholly owned Subsidiary of the Company that is not a Subsidiary Guarantor (or any Subsidiary of such Subsidiary) may merge with or into or consolidate with or into any other wholly owned Subsidiary of the Company (or any Subsidiary of such Subsidiary), and (iv) a directly or indirectly wholly owned Subsidiary of the Company (or any Subsidiary of such Subsidiary) may merge with the CompanyGuarantor, provided that the Company Guarantor shall be the surviving corporation, and provided further, in the case of each transaction permitted in clauses (i), (ii) and (iii), that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom.

Mergers, Acquisitions, Etc. Merge with or into or consolidate with any other Person; liquidate, wind up, dissolve or divide; acquire all or substantially substantial all of the properties or assets of any ongoing concern or ongoing going line of business; acquire all or substantially all of the capital stock or other equity interests in or of any other Person other than in the ordinary course of business; or agree, become or remain liable (contingently or otherwise) to do any of the foregoing, or permit any of its Subsidiaries to do any of the foregoing, except: (i) the Company may consummate the Acquisition, (ii) the Company or any Subsidiary of the Company may acquire all or substantially all of the properties or assets of any other Person, acquire all or substantially all of the capital stock or other equity interests in or of any other Person, or become or remain liable (contingently or otherwise) to do any of the foregoing, provided that the total value of the consideration for all transactions permitted under this clause (ii) shall not exceed $25,000,000 in the aggregate, (iiiii) a directly or indirectly wholly wholly-owned Domestic Subsidiary of the Company (or any Subsidiary of such Subsidiary) may merge with or into or consolidate with or into any other wholly wholly-owned Domestic Subsidiary of the Company (or any Subsidiary of such Subsidiary), (iiiiv) the Company may acquire all or substantially all of the properties or assets of any Subsidiary, and (v) a directly or indirectly wholly owned Subsidiary of the Company that is not a Subsidiary Guarantor (or any Subsidiary of such Subsidiary) may merge with or into or consolidate with or into any other wholly owned Subsidiary of the Company (or any Subsidiary of such Subsidiary), and (iv) a directly or indirectly wholly wholly-owned Subsidiary of the Company (or any Subsidiary of such Subsidiary) may merge with the Company, provided that the Company shall be the surviving corporation, and provided further, in the case of each transaction permitted in clauses (i), (ii) and (iii), that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom.