Mergers and Dissolutions. (a) Enter into a transaction of merger or consolidation; provided that so long as no Default or Event of Default then exists or would result therefrom:
(i) the Parent Borrower and its Restricted Subsidiaries may merge or consolidate with any Loan Party; provided that (A) if the Parent Borrower is a party to the merger or consolidation, it shall be the surviving entity and (B) if the Parent Borrower is not a party to the merger or consolidation, then the other Loan Party thereto (and if an Additional Borrower is a party to such merger or consolidation, such Additional Borrower) shall be the surviving entity;
(ii) a Restricted Subsidiary of the Parent Borrower that is not a Loan Party may merge or consolidate with any other Restricted Subsidiary that is not a Loan Party; and
(iii) the Parent Borrower and its Restricted Subsidiaries may merge or consolidate with Persons that are not Loan Parties, provided that (A) if the Parent Borrower is a party to the merger or consolidation, it shall be the surviving entity, (B) if a Restricted Subsidiary of the Parent Borrower that is a Loan Party is a party to the merger or consolidation, the Restricted Subsidiary that is a Loan Party will be the surviving entity, and such transaction shall be an Investment permitted under Section 7.7, and (C) the transaction shall be a Permitted Acquisition or a Disposition permitted under Section 7.5 (other than under Section 7.5(f));
(b) Loan Parties (other than the Parent Borrower) may (i) be dissolved or liquidated into another Loan Party or (ii) otherwise have their existence terminated to the extent that the assets of such Loan Party are distributed, upon such termination, to one or more Loan Parties; and
(c) Restricted Subsidiaries that are not Loan Parties may be dissolved, liquidated or otherwise have their existence terminated.
Mergers and Dissolutions. 38 8.10 Assignment.................................................................... 38 8.11 Fiscal Year and Accounting Methods............................................ 38 8.12
Mergers and Dissolutions. Borrower shall not, and shall not permit any Obligor to, merge or consolidate with any other Person or liquidate, wind up, or dissolve (or suffer any liquidation or dissolution); provided, however, that the foregoing shall not operate to prevent mergers or consolidations of any Company into Borrower or another Company (if such transaction does not reduce the net worth of the Companies determined in accordance with GAAP).
Mergers and Dissolutions. (a) The Company will not merge or consolidate with any other person unless:
(i) no Default or Event of Default has occurred and is continuing or would result therefrom;
(ii) the Company is the surviving corporation or, if otherwise, (x) such other Person or continuing corporation (the “Successor Company”) is a corporation or other entity organized under the laws of a state of the United States and (y) such Successor Company is a U.S. certificated air carrier; and
(iii) in the case of a Successor Company, the Successor Company shall (A) execute, prior to or contemporaneously with the consummation of such transaction, such agreements, if any, as are in the reasonable opinion of the Paying Agent, necessary or advisable to evidence the assumption by the Successor Company of liability for all of the obligations of the Company hereunder and the other Loan Papers, and (B) cause to be delivered to the Paying Agent and the Banks such legal opinions (which may be from in-house counsel) as any of them may reasonably request in connection with the matters specified in the preceding clause (A) and (C) provide such information as each Bank or the Paying Agent reasonably requests in order to perform its "know your customer" due diligence with respect to the Successor Company. Upon any consolidation or merger in accordance with this Section 6.14(a) in any case in which the Company is not the surviving corporation, the Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement with the same effect as if such Successor Company had been named as the Company herein. No such consolidation or merger shall have the effect of releasing the Company or any Successor Company which shall theretofore have become successor to the Company in the manner prescribed in this Section 6.14(a) from its liability with respect to any Loan Paper to which it is a party.
(b) The Company will not liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution).
Mergers and Dissolutions. The Borrower will not, and will not permit any of its Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the Borrower’s consolidated assets, or all or substantially all of the stock of the Borrower’s Subsidiaries, taken as a whole (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing:
(a) any Wholly Owned Subsidiary of the Borrower may merge into or consolidate with or into, or sell, transfer, lease or otherwise dispose of assets to, any other Wholly Owned Subsidiary of the Borrower;
(b) any Subsidiary of the Borrower may merge into or consolidate with or into or sell, transfer, lease, or otherwise dispose of assets to the Borrower or a Wholly Owned Subsidiary of the Borrower; and
(c) the Borrower may merge into or with or consolidate with or into any other Person or convert from a limited liability company to a corporation, provided, that, either (i) the Borrower shall be the surviving entity of such merger or consolidation and immediately following such merger or consolidation shall own substantially all of the assets owned by it immediately prior to such merger or consolidation or (ii) if the Borrower is not the surviving entity of such merger or consolidation, (A) the Borrower, at the time thereof and immediately after giving effect thereto, shall be in compliance on a pro forma basis with the financial covenant contained in Section 8.06 as if such consolidation or merger had been consummated (and any related Indebtedness incurred, assumed or repaid in connection therewith had been incurred, assumed or repaid, as the case may be) on the first day of the most recently completed four fiscal quarters of the Borrower for which financial statements have been delivered pursuant to Section 7.01 (as demonstrated by the delivery to the Administrative Agent of a certificate of a Responsible Officer of the Borrower to such effect showing such calculation in reasonable detail prior to or concurrently with such consolidation or merger) and (B) the surviving entity (the “Successor Corporation”) shall, immediately following such merger or consolidation (x) be organized or formed under th...
Mergers and Dissolutions. Borrowers and Guarantor will not, directly or indirectly, merge or consolidate with any other Person (unless Borrowers or Guarantor are the surviving corporation) or liquidate, wind up, or dissolve (or suffer any liquidation or dissolution).
Mergers and Dissolutions. Merge, dissolve, liquidate, consolidate with or into another Person, except that, so long as no Default exists or would result therefrom, any Subsidiary may merge with (a) the Borrower, provided that the Borrower shall be the continuing or surviving Person, or (b) any one or more Credit Parties or other Subsidiaries, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person.
Mergers and Dissolutions. Neither the Company nor any Subsidiary will merge or consolidate with any Person other than any merger or consolidation whereby the Company (or, if the Company is not involved, the Subsidiary) is the surviving corporation and no Default or Event of Default exists or would result therefrom. Neither the Company nor any Subsidiary (excluding any Subsidiary existing on the Effective Date to the extent that it does not contribute more than two percent of the consolidated net income or own more than two percent of the consolidated assets of the Company and its Subsidiaries at the time of any such liquidation or dissolution) will liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution).
Mergers and Dissolutions. Borrower shall not, and shall not permit any other Company to, merge or consolidate with any other Person or liquidate, wind up or dissolve (or suffer any liquidation or dissolution); provided, however, that the foregoing shall not operate to prevent (a) mergers or consolidations of any Consolidated Affiliate of Borrower into Borrower or any Consolidated Affiliate of Borrower (if such transaction does not reduce the net worth of Borrower determined in accordance with GAAP, except for minor transaction costs related to such merger or consolidation), or (b) a merger or consolidation in which Borrower is the surviving entity and, immediately after giving effect to such merger or consolidation, no Change in Control has occurred.
Mergers and Dissolutions. Merge, dissolve, liquidate, consolidate with or into another Person, except that, so long as no Default or Event of Default exists or would result therefrom, (a) any Subsidiary of the Parent (other than the Borrower) may merge or consolidate with (i) the Parent, provided that the Parent shall be the continuing or surviving Person, (ii) the Borrower, provided that the Borrower shall be the continuing or surviving Person, (iii) any Guarantor, provided that if such Guarantor is a Domestic Credit Party, a Guarantor shall be the continuing or surviving Person or (iv) another Subsidiary, provided that (A) if such Subsidiary is a Wholly-Owed Subsidiary, a Wholly-Owned Subsidiary shall be the continuing or surviving Person and (B) if such Subsidiary is a Domestic Subsidiary, a Domestic Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary may be dissolved or liquidated, provided that its assets are Disposed of pursuant to Section 8.05; and (c) in connection with an Acquisition permitted hereunder effected by a merger in which the Borrower or, in a merger in which the Borrower is not a party, a Wholly-Owned Subsidiary of the Borrower, is the surviving corporation or the surviving corporation becomes a Wholly-Owned Subsidiary of the Borrower.
