Common use of Mergers and Dissolutions Clause in Contracts

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.

Mergers and Dissolutions. MergeNo Restricted Company will, dissolvedirectly or indirectly, liquidate, merge or consolidate with any other Person, other than (a) mergers or into consolidations by Borrower with another Person; (b) mergers or consolidations by any Restricted Subsidiary with another Person, except thatif 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, so long 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) 45 REVOLVING CREDIT AGREEMENT 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 Event of Potential Default exists or would result therefrom, therefrom and its proportionate share of assets (aif any) 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 are transferred to 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 BorrowerRestricted Company.

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, (iiiii) any Guarantor, provided that if such Guarantor is a Domestic Credit Party, a Guarantor Domestic Credit Party shall be the continuing or surviving Person or (iviii) another Subsidiary, provided that (A) if such Subsidiary is a Wholly-Wholly Owed Subsidiary, a Wholly-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-Wholly Owned Subsidiary of the Borrower, is the surviving corporation or the surviving corporation becomes a Wholly-Wholly Owned Subsidiary of the Borrower.

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 Parentany Borrower, provided that (A) such Borrower shall be the Parent continuing or surviving Person and (B) if the Domestic Borrower is party thereto, the Domestic Borrower shall be the continuing or surviving Person, (ii) the Borrower, provided any Subsidiary 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 SubsidiaryGuarantor, provided that (A) if such Subsidiary Guarantor is a Wholly-Owed SubsidiaryCredit Party, a Wholly-Owned Subsidiary Credit Party shall be the continuing or surviving Person and (B) if such Subsidiary Guarantor is a Domestic Subsidiary, a Domestic Subsidiary shall be the continuing or surviving Person, or (iii) another Subsidiary, provided that if such Subsidiary is a Wholly Owned Subsidiary, a Wholly Owned 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; as otherwise permitted hereunder 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 BorrowerPermitted Intercompany Transfers shall be permitted.