Common use of Mergers, Acquisitions Clause in Contracts

Mergers, Acquisitions. (a) None of the Borrower, the Company or any Foreign Affiliate shall merge or consolidate with any Person (whether or not such Credit Party is the surviving entity), or, except as permitted by Section 9.12 hereof, acquire all or substantially all of the assets of any of the capital stock or the partnership interests of any Person, except that such Credit Parties may consummate the Proposed Consolidation provided that simultaneously therewith: (i) the consummation thereof could not reasonably be expected to have a Material Adverse Effect upon the Credit Parties affected thereby considered as a whole; (ii) (x) after consummation thereof the surviving Credit Party or Parties and the Consolidated Entity shall be in compliance with all Governmental Rules and (y) the consummation thereof shall have no adverse effect upon (1) the Collateral, the Guarantees or the NII Guaranty or the Creditor’s rights therein, and (2) all Governmental Rules relating to the Proposed Consolidation shall be in full force and effect and administratively non-appealable and the Credit Parties shall have delivered to the Creditor a clean opinion to such effects of counsel selected by them and reasonably acceptable to the Creditor; and (iii) this Agreement and the other Credit Documents shall have been amended, in form and substance reasonably acceptable to the Creditor, to preserve the Creditor’s rights hereunder and in the Collateral. (b) In addition, NII shall not merge or consolidate with any Person unless (i) at the time thereof, and after giving effect thereto, no Default shall have occurred and be continuing, (ii) either (x) NII shall be the continuing and surviving entity or (y) the continuing or surviving entity shall have assumed all of the obligations of NII hereunder and under the NII Guaranty and the other Credit Documents pursuant to an instrument in form and substance satisfactory to the Creditor and delivered such proof of corporate action, incumbency of officers, opinions of counsel and other documents, as is consistent with those delivered pursuant to Section 10.01 hereto, on the Initial Funding Date or as the Creditor may request, and (iii) the Net Worth (determined on a consolidated basis in accordance with GAAP) of the continuing or surviving entity immediately after giving effect thereto shall be greater than or equal to the Net Worth of NII prior to giving effect thereto.

Mergers, Acquisitions. (a) None of the Borrower, the Company or any Foreign Affiliate shall merge Merge or consolidate with any Person (whether or not such Credit Party a Borrower is the surviving entity), or, except as permitted by Section 9.12 hereof, or acquire all or substantially all of the assets of or any of the capital stock or the partnership interests of any Person or acquire any equity interest in any other Person, except that such Credit Parties may consummate except: (a) a merger or consolidation among any of the Proposed Consolidation GPC Borrowers, provided that simultaneously therewithif GPC is a party thereto, GPC is the surviving entity; and (b) any Borrower or Material Subsidiary may merge with another Person or acquire all or substantially all of the assets or any capital stock of another Person in the same or a related line of business as a Borrower if, and only if, all of the following conditions are satisfied: (i) NPDC shall have given the consummation thereof could Banks not less than thirty days' prior written notice of the proposed transaction together with a reasonably be expected detailed description of the terms thereof, including pro forma consolidated balance sheets, income statements and statements of cash flow of NPDC and its Subsidiaries after giving effect to have a Material Adverse Effect upon the Credit Parties affected thereby considered as a wholeproposed acquisition; (ii) (x) after consummation thereof if such proposed transaction is a merger to which a Borrower is a party, a Borrower shall be the surviving Credit Party or Parties and the Consolidated Entity entity; if NPDC is a party to such merger, it shall be in compliance with all Governmental Rules the surviving entity; if GPC is a party to such merger, it shall be the surviving entity; if MXL is a party to such merger, it shall be the surviving entity; and if any Material Subsidiary is a party to such merger, it shall be the surviving entity; (yiii) no Default or Event of Default hereunder shall exist immediately prior to or after giving effect to the consummation thereof shall have no adverse effect upon (1) of the Collateral, the Guarantees or the NII Guaranty or the Creditor’s rights therein, proposed transaction and (2) all Governmental Rules relating to the Proposed Consolidation shall be in full force and effect and administratively non-appealable and the Credit Parties NPDC shall have delivered a Compliance Certificate to the Creditor Agent and the Banks describing the proposed transaction and containing a clean opinion to such effects detailed calculation indicating compliance with the covenants contained in Sections 6.9 and Article 7 hereof; (iv) NPDC shall, upon request of counsel selected by them and reasonably acceptable the Agent or the Majority Banks, deliver to the CreditorAgent copies of the purchase or merger agreement and any other material documents executed in connection with the transaction; (v) the aggregate Acquisition Consideration (defined below) for all transactions permitted by this clause (b) of Section 7.4 from and after the date of this Agreement shall not exceed $15,000,000; and (iiivi) the Acquisition Consideration for any single transaction or series of related transactions permitted by this Agreement and the other Credit Documents shall have been amended, in form and substance reasonably acceptable to the Creditor, to preserve the Creditor’s rights hereunder and in the Collateral. clause (b) In addition, NII of Section 7.4 shall not merge or consolidate with any Person unless (i) at exceed $5,000,000, without the time thereof, and after giving effect thereto, no Default shall have occurred and be continuing, (ii) either (x) NII shall be the continuing and surviving entity or (y) the continuing or surviving entity shall have assumed all prior written consent of the obligations of NII hereunder and under the NII Guaranty and the other Credit Documents pursuant to an instrument in form and substance satisfactory to the Creditor and delivered such proof of corporate action, incumbency of officers, opinions of counsel and other documents, as is consistent with those delivered pursuant to Section 10.01 hereto, on the Initial Funding Date or as the Creditor may request, and (iii) the Net Worth (determined on a consolidated basis in accordance with GAAP) of the continuing or surviving entity immediately after giving effect thereto shall be greater than or equal to the Net Worth of NII prior to giving effect theretoMajority Banks.

Mergers, Acquisitions. (a) None of the Borrower, the Company or any Foreign Affiliate shall merge or consolidate with any Person (whether or not such Credit Party is the surviving entity), or, except as permitted by Section 9.12 hereof, acquire all or substantially all of the assets of any of the capital stock or the partnership interests of any Person, except EXCEPT that such Credit Parties may consummate the Proposed Consolidation provided that simultaneously therewith: (i) the consummation thereof could not reasonably be expected to have a Material Adverse Effect upon the Credit Parties affected thereby considered as a whole; (ii) (x) after consummation thereof the surviving Credit Party or Parties and the Consolidated Entity shall be in compliance with all Governmental Rules and (y) the consummation thereof shall have no adverse effect upon (1) the Collateral, the Guarantees Foreign Affiliate Guaranties or the NII Guaranty Stockholder Guaranties or the Creditor’s 's rights therein, and (2) all Governmental Rules relating to the Proposed Consolidation shall be in full force and effect and administratively non-appealable and the Credit Parties shall have delivered to the Creditor a clean opinion to such effects of counsel selected by them and reasonably acceptable to the Creditor; and (iii) this Agreement and the other Credit Documents shall have been amended, in form and substance reasonably acceptable to the Creditor, to preserve the Creditor’s 's rights hereunder and in the Collateral. (b) In addition, NII Nextel International shall not merge or consolidate with any Person unless (i) at the time thereof, and after giving effect thereto, no Default shall have occurred and be continuing, (ii) either (x) NII Nextel International shall be the continuing and surviving entity or (y) the continuing or surviving entity shall have assumed all of the obligations of NII Nextel International hereunder and under the NII Nextel International Guaranty and the other Credit Documents pursuant to an instrument in form and substance satisfactory to the Creditor and delivered such proof of corporate action, incumbency of officers, opinions of counsel and other documents, as is consistent with those delivered pursuant to Section 10.01 hereto, on the Initial Funding Date or as the Creditor may request, and (iii) the Net Worth (determined on a consolidated basis in accordance with GAAP) of the continuing or surviving entity immediately after giving effect thereto shall be greater than or equal to the Net Worth of NII Nextel International prior to giving effect thereto.

Mergers, Acquisitions. (a) None of the Borrower, the Company or any Foreign Affiliate shall merge Merge or consolidate with any Person (whether or not such Credit Party NPDC is the surviving entity), or, except as permitted by Section 9.12 hereof, or acquire all or substantially all of the assets of or any of the capital stock or the partnership interests of any Person; except NPDC may merge with another Person or acquire all or substantially all of the assets or any capital stock of another Person in the same or a related line of business as NPDC if, except that such Credit Parties may consummate and only if, all of the Proposed Consolidation provided that simultaneously therewithfollowing conditions are satisfied: (i) NPDC shall have given the consummation thereof could Banks not less than thirty days' prior written notice of the proposed transaction together with a reasonably be expected detailed description of the terms thereof, including pro forma consolidated balance sheets, income statements and statements of cash flow of NPDC and its Subsidiaries after giving effect to have a Material Adverse Effect upon the Credit Parties affected thereby considered as a wholeproposed acquisition; (ii) (x) after consummation thereof if such proposed transaction is a merger, NPDC shall be the surviving entity; (iii) no Default or Event of Default hereunder or under the NPDC Credit Party Agreement as in effect on the date hereof shall exist immediately prior to or Parties and the Consolidated Entity shall be in compliance with all Governmental Rules and (y) after giving effect to the consummation thereof shall have no adverse effect upon (1) of the Collateral, the Guarantees or the NII Guaranty or the Creditor’s rights therein, proposed transaction and (2) all Governmental Rules relating to the Proposed Consolidation shall be in full force and effect and administratively non-appealable and the Credit Parties NPDC shall have delivered a Compliance Certificate to the Creditor Agent and the Banks describing the proposed transaction and containing a clean opinion to such effects detailed calculation indicating compliance with the covenants contained in Sections 6.9 and Article 7 of counsel selected by them the NPDC Credit Agreement as in effect on the date hereof and reasonably acceptable Section 7.16 of this Agreement; (iv) NPDC shall, upon request of the Agent or the Majority Banks, deliver to the CreditorAgent copies of the purchase or merger agreement and any other material documents executed in connection with the transaction; (v) the aggregate Acquisition Consideration (defined below) for all transactions permitted by this clause (b) of Section 7.16, together with all other transactions permitted by clause (b) of Section 7.4 of the NPDC Credit Agreement as in effect on the date hereof, from and after the date of this Agreement shall not exceed $15,000,000; and (iiivi) the Acquisition Consideration for any single transaction or series of related transactions permitted by this Agreement and the other Credit Documents shall have been amended, in form and substance reasonably acceptable to the Creditor, to preserve the Creditor’s rights hereunder and in the Collateral. clause (b) In addition, NII of Section 7.16 shall not merge or consolidate with any Person unless (i) at exceed $5,000,000, without the time thereof, and after giving effect thereto, no Default shall have occurred and be continuing, (ii) either (x) NII shall be the continuing and surviving entity or (y) the continuing or surviving entity shall have assumed all prior written consent of the obligations of NII hereunder and under the NII Guaranty and the other Credit Documents pursuant to an instrument in form and substance satisfactory to the Creditor and delivered such proof of corporate action, incumbency of officers, opinions of counsel and other documents, as is consistent with those delivered pursuant to Section 10.01 hereto, on the Initial Funding Date or as the Creditor may request, and (iii) the Net Worth (determined on a consolidated basis in accordance with GAAP) of the continuing or surviving entity immediately after giving effect thereto shall be greater than or equal to the Net Worth of NII prior to giving effect theretoMajority Banks.

Mergers, Acquisitions. (a) None of the Borrower, the Company or any Foreign Affiliate shall merge or consolidate with any Person (whether or not such Credit Party is the surviving entity), or, except as permitted by Section 9.12 hereof, acquire all or substantially all of the assets of any of the capital stock or the partnership interests of any Person, except that such Credit Parties may consummate the Proposed Consolidation provided that simultaneously therewith: (i) the consummation thereof could not reasonably be expected to have a Material Adverse Effect upon the Credit Parties affected thereby considered as a whole; (ii) (x) after consummation thereof the surviving Credit Party or Parties and the Consolidated Entity shall be in compliance with all Governmental Rules and (y) the consummation thereof shall have no adverse effect upon (1) the Collateral, the Guarantees Foreign Affiliate Guaranties or the NII Guaranty Stockholder Guaranties or the Creditor’s 's rights therein, and (2) all Governmental Rules relating to the Proposed Consolidation shall be in full force and effect and administratively non-appealable and the Credit Parties shall have delivered to the Creditor a clean opinion to such effects of counsel selected by them and reasonably acceptable to the Creditor; and (iii) this Agreement and the other Credit Documents shall have been amended, in form and substance reasonably acceptable to the Creditor, to preserve the Creditor’s 's rights hereunder and in the Collateral. (b) In addition, NII Nextel International shall not merge or consolidate with any Person unless (i) at the time thereof, and after giving effect thereto, no Default shall have occurred and be continuing, (ii) either (x) NII Nextel International shall be the continuing and surviving entity or (y) the continuing or surviving entity shall have assumed all of the obligations of NII Nextel International hereunder and under the NII Nextel International Guaranty and the other Credit Documents pursuant to an instrument in form and substance satisfactory to the Creditor and delivered such proof of corporate action, incumbency of officers, opinions of counsel and other documents, as is consistent with those delivered pursuant to Section 10.01 hereto, on the Initial Funding Date or as the Creditor may request, and (iii) the Net Worth (determined on a consolidated basis in accordance with GAAP) of the continuing or surviving entity immediately after giving effect thereto shall be greater than or equal to the Net Worth of NII prior to giving effect thereto.a