Common use of MERGERS AND DISSOLUTIONS; SALE OF CAPITAL STOCK Clause in Contracts

MERGERS AND DISSOLUTIONS; SALE OF CAPITAL STOCK. No Restricted Company will, directly or indirectly, merge or consolidate with any other Person, other than (a) mergers or consolidations by Borrower with another Person; (b) mergers or consolidations by any Restricted Subsidiary with another Person, if a Restricted Subsidiary is the surviving or resulting entity; (c) mergers or consolidations among Restricted Companies; (d) as previously approved by Determining Lenders; and (e) mergers or consolidations between Restricted Companies and Unrestricted Subsidiaries; provided that, under this SECTION 7.20, unless previously approved by Determining Lenders, (i) in any merger or consolidation involving Borrower, Borrower or a Permitted Successor Corporation must be the surviving or resulting entity, (ii) in any merger or consolidation involving a wholly-owned Restricted Subsidiary, a wholly-owned Subsidiary must be the surviving or resulting entity; and, (iii) in any merger or consolidation involving any other Restricted Company (including any acquisition effected as a merger), a Restricted Subsidiary must be the surviving or resulting entity. No Restricted Company shall liquidate, wind up, or dissolve (or suffer any liquidation or dissolution), other than (x) liquidations, wind ups, or dissolutions incident to mergers or consolidations permitted under this SECTION 7.20, or (y) liquidations, wind ups, or dissolutions of a Restricted Subsidiary if no Default or Potential Default exists or would result therefrom and its proportionate share of assets (if any) are transferred to a Restricted Company.

MERGERS AND DISSOLUTIONS; SALE OF CAPITAL STOCK. No Restricted Company will, directly or indirectly, merge or consolidate with any other Person, other than (a) mergers or consolidations by Borrower with another Person; as a result of a Permitted Acquisition, (b) mergers or consolidations by any Restricted Subsidiary with another Person, involving Borrower if Borrower or a Restricted Subsidiary Permitted Successor Corporation is the surviving or resulting entity; , (c) mergers or consolidations among wholly-owned Restricted Companies; (d) as previously approved by Determining Lenders; and (e) mergers or consolidations between Restricted Companies and Unrestricted Subsidiaries; provided that, under this SECTION 7.20, unless previously approved by Determining Lenders, (i) in any merger or consolidation involving BorrowerBorrower (including a Permitted Acquisition effected as a merger), Borrower or a Permitted Successor Corporation must be the surviving or resulting entity, (ii) and, in any merger or consolidation involving a wholly-owned Restricted Subsidiary, a wholly-owned Subsidiary must be the surviving or resulting entity; and, (iii) in any merger or consolidation involving any other Restricted Company (including any acquisition a Permitted Acquisition effected as a merger), a Restricted Subsidiary must be the surviving entity, (d) as previously approved by Determining Lenders, and (e) mergers between Restricted Companies and Unrestricted Subsidiaries; provided that, in any merger under this CLAUSE (e) involving Borrower (including a Permitted Acquisition effected as a merger), Borrower or resulting a Permitted Successor Corporation must be the surviving entity, and, in any merger involving any other Restricted Company (including a Permitted Acquisition effected as a merger), a Restricted Subsidiary must be the surviving entity. No Restricted Company shall liquidate, wind up, or dissolve (or suffer any liquidation or dissolution), other than (x) liquidations, wind ups, or dissolutions incident to mergers or consolidations permitted under this SECTION 7.207.26, or (y) liquidations, wind ups, or dissolutions of a Restricted Subsidiary if no Default or Potential Default exists or would result therefrom and its proportionate share of assets (if any) are transferred to a another Restricted Company. No Restricted Company may sell, assign, lease, transfer, or otherwise dispose of the capital stock (or other ownership interests) of any other Restricted Company, except for sales, leases, transfers, or other such distributions to another Restricted Company.

MERGERS AND DISSOLUTIONS; SALE OF CAPITAL STOCK. No Restricted Company will, directly or indirectly, merge or consolidate with any other Person, other than (a) mergers as a result of a Permitted Acquisition, or consolidations by Borrower with another Person; (b) mergers among Wholly-owned Restricted Subsidiaries of Restricted Borrowers or consolidations by any other Restricted Subsidiary with another PersonSubsidiaries of which Administrative Agent, if for the benefit of the Lenders, has a pledge on 100% of the equity interests in such Restricted Subsidiary is the surviving or resulting entity; (c) mergers or consolidations among Restricted Companies; (d) as previously approved by Determining Lenders; and (e) mergers or consolidations between Restricted Companies and Unrestricted SubsidiariesSubsidiary; provided that, under this SECTION 7.20, unless previously approved by Determining Lenders, (i) in any merger or consolidation involving Borrower, Borrower or a Permitted Successor Corporation must be the surviving or resulting entity, (ii) in any merger or consolidation involving a wholly-owned Restricted Subsidiary, a wholly-owned Subsidiary must be the surviving or resulting entity; and, (iii) in any merger or consolidation involving any other Restricted Company Borrower (including any acquisition Permitted Acquisitions effected as a merger), a Restricted Subsidiary Borrower must be the surviving or resulting entity, and, in any merger involving any other Company (including a Permitted Acquisition effected as a merger), a Company must be the surviving entity, and, in any merger involving any Unrestricted Borrower, an Unrestricted Borrower must be the surviving entity. No Unrestricted Subsidiary of any Borrower will, directly or indirectly, merge or consolidate with any Borrower or any Restricted Company Subsidiary of any Borrower. No Loan Party shall liquidate, wind up, or dissolve (or suffer any liquidation or dissolution), other than (x) liquidations, wind ups, or dissolutions incident to mergers or consolidations permitted under this SECTION 7.20, Section 9.24 or (y) liquidations, wind ups, or dissolutions of a Restricted Subsidiaries that hold no Authorizations and own no material assets. No Company may sell, assign, lease, transfer, or otherwise dispose of the capital stock (or other ownership interests) of any Restricted Subsidiary if no Default of such entity, except for sales, leases, transfers, or Potential Default exists other such distributions to another Company and pursuant to Asset Swaps or would result therefrom as permitted by Section 9.20(g), (h), (i), and its proportionate share of assets (if any) are transferred to a Restricted Companyj).

MERGERS AND DISSOLUTIONS; SALE OF CAPITAL STOCK. No Restricted Company will, directly or indirectly, merge or consolidate with any other Person, other than OTHER THAN (a) mergers or consolidations by Borrower with another Person; as a result of the American Merger, (b) mergers or consolidations by any Restricted Subsidiary with another Personas a result of a Permitted Acquisition, if a Restricted Subsidiary is the surviving or resulting entity; (c) mergers or consolidations among Restricted Companies; involving Borrower if Borrower is the surviving entity, and (d) as previously approved by Determining Lenders; and (e) mergers or consolidations between Restricted Companies and Unrestricted among Wholly-owned Subsidiaries; provided thatPROVIDED THAT, under this SECTION 7.20, unless previously approved by Determining Lenders, (i) in any merger involving Borrower (including a Permitted Acquisition or consolidation involving BorrowerIntercompany Acquisition effected as a merger, OTHER THAN the American Merger), Borrower or a Permitted Successor Corporation must be the surviving or resulting entity, (ii) and, in any merger or consolidation involving a wholly-owned Restricted Subsidiary, a wholly-owned Subsidiary must be the surviving or resulting entity; and, (iii) in any merger or consolidation involving any other Restricted Company (including any acquisition a Permitted Acquisition or Intercompany Acquisition effected as a merger), a Restricted Subsidiary Company must be the surviving or resulting entity. No Restricted Company shall liquidate, wind up, or dissolve (or suffer any liquidation or dissolution), other than (x) OTHER THAN liquidations, wind ups, or dissolutions incident to mergers or consolidations permitted under this SECTION 7.209.25. No Company may sell, assign, lease, transfer, or otherwise dispose of the capital stock (or other ownership interests) of any Subsidiary of such Company, EXCEPT for sales, leases, transfers, or other such distributions to (i) to another Company (ii) pursuant to Permitted Asset Swaps (iii) pursuant to an Intercompany Acquisition or (iv) as permitted by SECTION 9.23(i). Parent shall not convert its organizational form from a Delaware limited liability company to a corporation or other organizational form without (x) the prior written consent of Administrative Agent and (y) liquidationsthe execution and delivery of such other certificates, wind upsopinions, or dissolutions of a Restricted Subsidiary if no Default or Potential Default exists or would result therefrom assumption agreements, and its proportionate share of assets (if any) are transferred to a Restricted Companyother instruments as Administrative Agent may reasonably require.

MERGERS AND DISSOLUTIONS; SALE OF CAPITAL STOCK. No Restricted Company will, directly or indirectly, merge or consolidate with any other Person, other than if no Default or Potential Default then exists or arises, (a) mergers in connection with a Permitted Acquisition if the survivor is, or consolidations by Borrower concurrently with another Personthe Permitted Acquisition becomes, a Company organized under the Laws of a jurisdiction of the United States; (b) mergers or consolidations by any Restricted Subsidiary with another Person, involving Borrower (including a Permitted Acquisition effected as a merger) if a Restricted Subsidiary Borrower is the surviving or resulting entity; (c) mergers or consolidations among Restricted Companies; (d) as previously approved by Determining Lenders; and (e) mergers or consolidations between Restricted Companies and Unrestricted Subsidiaries; provided that, under this SECTION 7.20, unless previously approved by Determining Lenders, (i) in any merger or consolidation involving BorrowerBorrower (including a Permitted Acquisition effected as a merger), Borrower or a Permitted Successor Corporation must be the surviving or resulting entity, (ii) and, in any merger or consolidation involving a wholly-owned Restricted Subsidiary, a wholly-owned Subsidiary must be the surviving or resulting entity; and, (iii) in any merger or consolidation involving any other Restricted Company Loan Party (including any acquisition a Permitted Acquisition effected as a merger), a Restricted Loan Party which is a Wholly- owned Subsidiary must be the surviving or resulting entity. Notwithstanding the foregoing, Borrower may merge with and into any Loan Party, so long as (i) no Default or Potential Default then exists or arises as a result thereof, (ii) the successor corporation, after giving effect to such merger, is a Loan Party that owns, directly or indirectly, all Subsidiaries previously owned by Borrower, and (iii) the successor corporation shall expressly assume all obligations of Borrower for payment of the Obligation and performance under the Loan Documents and shall deliver (or cause to be delivered) such written amendments and legal opinions with respect thereto, as Administrative Agent may reasonably request. No Restricted Company shall liquidate, wind up, or dissolve (or suffer any liquidation or dissolution), other than (xi) liquidations, wind ups, or dissolutions incident to mergers or consolidations permitted under this SECTION 7.20Section 9.25, (ii) dissolution of any Loan Party if substantially all of its assets have been conveyed to another Loan Party or disposed of as permitted by and in accordance with the requirements of Section 9.23, or (yiii) liquidationsdissolution of any Subsidiary other than a Loan Party if substantially all of its assets have been conveyed to another Subsidiary or disposed of as permitted by and in accordance with the requirements of Section 9.23. No Company may sell, wind upsassign, lease, transfer, or dissolutions otherwise dispose of a Restricted Subsidiary if no Default the capital stock (or Potential Default exists other ownership interests) of any other Company, except for (i) sales, leases, transfers, or would result therefrom other such dispositions between Companies permitted by and its proportionate share in accordance with the requirements of assets Section 9.23 and (if anyii) are transferred to a Restricted Companythe Ceramics Spinoff, so long as concurrently with the Ceramics Spinoff, Borrower shall make the mandatory prepayments required by Section 3.3(b)(v).

MERGERS AND DISSOLUTIONS; SALE OF CAPITAL STOCK. No Restricted Company will, directly or indirectly, merge or consolidate with any other Person, other than (a) mergers or consolidations by Borrower with another Person; as a result of a Permitted Acquisition, (b) mergers or consolidations by any Restricted Subsidiary with another Person, involving Borrower if Borrower or a Restricted Subsidiary Permitted Successor Corporation is the surviving or resulting entity; , (c) mergers or consolidations among Wholly-owned Restricted Companies; (d) as previously approved by Determining Lenders; and (e) mergers or consolidations between Restricted Companies and Unrestricted Subsidiaries; provided that, under this SECTION 7.20, unless previously approved by Determining Lenders, (i) in any merger or consolidation involving BorrowerBorrower (including a Permitted Acquisition effected as a merger), Borrower or a Permitted Successor Corporation must be the surviving or resulting entity, (ii) and, in any merger or consolidation involving a wholly-owned Restricted Subsidiary, a wholly-owned Subsidiary must be the surviving or resulting entity; and, (iii) in any merger or consolidation involving any other Restricted Company (including any acquisition a Permitted Acquisition effected as a merger), a Restricted Subsidiary must be the surviving entity, (d) as previously approved by Determining Lenders, and (e) mergers between Restricted Companies and Unrestricted Subsidiaries; provided that, in any merger under this CLAUSE (e) involving Borrower (including a Permitted Acquisition effected as a merger), Borrower or resulting a Permitted Successor Corporation must be the surviving entity, and, in any merger involving any other Restricted Company (including a Permitted Acquisition effected as a merger), a Restricted Subsidiary must be the surviving entity. No Restricted Company shall liquidate, wind up, or dissolve (or suffer any liquidation or dissolution), other than (x) liquidations, wind ups, or dissolutions incident to mergers or consolidations permitted under this SECTION 7.207.26, or (y) liquidations, wind ups, or dissolutions of a Restricted Subsidiary if no Default or Potential Default exists or would result therefrom and its proportionate share of assets (if any) are transferred to a another Restricted Company. No Restricted Company may sell, assign, lease, transfer, or otherwise dispose of the capital stock (or other ownership interests) of any other Restricted Company, except for sales, leases, transfers, or other such distributions to another Restricted Company.

MERGERS AND DISSOLUTIONS; SALE OF CAPITAL STOCK. No Restricted Company will, directly or indirectly, merge or consolidate with any other Person, Person other than the following, if no Default or Potential Default then exists or arises: (a) mergers in connection with a Permitted Acquisition if the survivor is, or consolidations by Borrower concurrently with another Personthe Permitted Acquisition becomes, a Company organized under the Laws of a jurisdiction of the United States; (b) mergers or consolidations by any Restricted Subsidiary with another Person, involving Borrower (including a Permitted Acquisition effected as a merger) if a Restricted Subsidiary Borrower is the surviving or resulting entity; and (c) the Subsidiary Mergers and other mergers or consolidations among Restricted Companies; (d) as previously approved by Determining Lenders; and (e) mergers or consolidations between Restricted Companies and Unrestricted Subsidiaries; provided that, under this SECTION 7.20, unless previously approved by Determining Lenders, (i) in any merger or consolidation involving BorrowerBorrower (including a Permitted Acquisition effected as a merger), Borrower or a Permitted Successor Corporation must be the surviving or resulting entity, (ii) and, in any merger or consolidation involving any other Loan Party (including a wholly-owned Restricted SubsidiaryPermitted Acquisition effected as a merger), a whollyLoan Party which is a Wholly-owned Subsidiary must be the surviving or resulting entity; and, (iii) in any merger or consolidation involving any other Restricted Company (including any acquisition effected as a merger), a Restricted Subsidiary must be the surviving or resulting entity. No Restricted Company shall liquidate, wind up, or dissolve (or suffer any liquidation or dissolution), other than (xi) liquidations, wind ups, or dissolutions incident to mergers or consolidations permitted under this SECTION 7.209.25, (ii) dissolution of any Loan Party if substantially all of its assets have been conveyed to another Loan Party or disposed of as permitted by and in accordance with the requirements of SECTION 9.23, or (yiii) liquidations, wind ups, dissolution of any Subsidiary other than a Loan Party if substantially all of its assets have been conveyed to another Subsidiary or dissolutions disposed of a Restricted Subsidiary if no Default or Potential Default exists or would result therefrom as permitted by and its proportionate share in accordance with the requirements of assets (if any) are transferred to a Restricted CompanySECTION 9.

MERGERS AND DISSOLUTIONS; SALE OF CAPITAL STOCK. No Restricted Company will, directly or indirectly, merge or consolidate with any other Person, other than if no Default or Potential Default then exists or arises, (a) mergers in connection with a Permitted Acquisition if the survivor is, or consolidations by Borrower concurrently with another Personthe Permitted Acquisition becomes, a Company organized under the Laws of a jurisdiction of the United States; (b) mergers or consolidations by involving any Restricted Subsidiary with another Person, Borrower (including a Permitted Acquisition effected as a merger) if a Restricted Subsidiary Borrower is the surviving entity; provided that in any merger or resulting consolidation involving GPK, GPK must be the surviving entity; (c) mergers or consolidations among Restricted Companies; (d) as previously approved by Determining Lenders; and (e) mergers or consolidations between Restricted Companies and Unrestricted Subsidiaries; provided that, under this SECTION 7.20, unless previously approved by Determining Lenders, (i) in any merger or consolidation involving Borrower, any Borrower or (including a Permitted Successor Corporation Acquisition effected as a merger), a Borrower must be the surviving or resulting entity, (ii) in any merger or consolidation involving any other Loan Party (including a wholly-owned Restricted SubsidiaryPermitted Acquisition effected as a merger), a whollyLoan Party which is a Wholly-owned Subsidiary must be the surviving or resulting entity; and, (iii) and in any merger or consolidation involving any other Restricted Company (including any acquisition effected as a merger)GPK, a Restricted Subsidiary GPK must be the surviving or resulting entity. Notwithstanding the foregoing, any Borrower may merge with and into any other Loan Party, so long as (i) no Default or Potential Default then exists or arises as a result thereof, (ii) the successor corporation, after giving effect to such merger, is a Loan Party that owns, directly or indirectly, all Subsidiaries previously owned by such Borrower, and (iii) the successor corporation shall expressly assume all obligations of such Borrower for payment of the Obligation and performance under the Loan Documents and shall deliver (or cause to be delivered) such written amendments and legal opinions with respect thereto, as Administrative Agent may reasonably request. No Restricted Company shall liquidate, wind up, or dissolve (or suffer any liquidation or dissolution), other than (xi) liquidations, wind ups, or dissolutions incident to mergers or consolidations permitted under this SECTION 7.20Section 9.25, (ii) dissolution of any Loan Party if substantially all of its assets have been conveyed to another Loan Party or disposed of as permitted by and in accordance with the requirements of Section 9.23, or (yiii) liquidationsdissolution of any Subsidiary other than a Loan Party if substantially all of its assets have been conveyed to another Subsidiary or disposed of as permitted by and in accordance with the requirements of Section 9.23. No Company may sell, wind upsassign, lease, transfer, or dissolutions otherwise dispose of a Restricted Subsidiary if no Default the capital stock (or Potential Default exists other ownership interests) of any other Company, except for (i) sales, leases, transfers, or would result therefrom other such dispositions between Companies permitted by and its proportionate share in accordance with the requirements of assets Section 9.23 and (if anyii) are transferred to a Restricted Companythe Ceramics Spinoff, so long as concurrently with the Ceramics Spinoff, GPK shall make the mandatory prepayments required by Section 3.3(b)(v)."