Common use of Mergers and Dissolutions Clause in Contracts

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 the laws of any State of the United States or the District of Columbia and (y) have duly assumed all obligations of the Borrower hereunder and under the other Credit Documents in form and substance satisfactory to the Administrative Agent (and, if reasonably requested by the Administrative Agent, the Successor Corporation shall have delivered a favorable opinion of counsel as to the assumption by the Successor Corporation of the obligations). (d) any non-Wholly Owned Subsidiary of the Borrower may merge into or consolidate with or into any other Person (other than the Borrower or a Wholly Owned Subsidiary) so long as such Subsidiary is the surviving corporation.

Mergers and Dissolutions. The Borrower will not, and will not permit any of its Subsidiaries to, 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 the laws of any State of the United States or the District of Columbia and (y) have duly assumed all obligations of the Borrower hereunder and under the other Credit Documents in form and substance satisfactory to the Administrative Agent (and, if reasonably requested by the Administrative Agent, the Successor Corporation shall have delivered a favorable opinion of counsel as to the assumption by the Successor Corporation of the obligations). (d) any non-Wholly Owned Subsidiary of the Borrower may merge into or consolidate with or into any other Person (other than the Borrower or a Wholly Owned Subsidiary) so long as such Subsidiary is the surviving corporation.

Mergers and Dissolutions. The Borrower will not, and will not permit any (a) Enter into a transaction of its Subsidiaries to, merge into merger 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 dissolveconsolidation, 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: (ai) any Wholly Owned a Domestic Subsidiary of the Borrower may merge into be a party to a transaction of merger or consolidate consolidation 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 another Domestic Subsidiary of the Borrower; and (c) provided that if the Borrower may merge into or with or consolidate with or into any other Person or convert from is a limited liability company party to a corporationsuch transaction, provided, that, either (i) the Borrower shall be the surviving entity Person; provided, further that if the Borrower is not a party to such transaction but a Guarantor is, such Guarantor shall be the surviving Person or the surviving Person shall become a Guarantor immediately upon the consummation of such transaction; (ii) a Foreign Subsidiary may be party to a transaction of merger or consolidation and immediately following such merger with the Borrower or consolidation shall own substantially all a Subsidiary of the assets owned by it immediately prior to such merger or consolidation or Borrower; provided that (iiA) if the Borrower is a party thereto, it shall be the surviving entity, (B) if a Guarantor is a party thereto, it shall be the surviving Person or the surviving Person shall become a Guarantor immediately following the consummation of such transaction, and (C) if a Foreign Subsidiary is a party thereto and a Domestic Subsidiary is not a party thereto, the surviving entity of such merger or consolidation, (A) shall be a Foreign Subsidiary and the Borrower, at the time thereof Borrower and immediately after giving effect thereto, its Subsidiaries shall be in compliance on a pro forma basis with the financial covenant contained in requirements of Section 8.06 as if such 7.13; (iii) a Subsidiary may enter into a transaction of merger or 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 with a Subject Disposition effected pursuant to Section 7.01 8.05, so long as no more assets are Disposed of as a result of or in connection with any transaction undertaken pursuant to this clause (as demonstrated iii) than would otherwise have been allowed pursuant to Section 8.05; (iv) mergers and consolidations contemplated by the delivery to the Administrative Agent of a certificate of a Responsible Officer of Section 8.12 shall be permitted; and (v) the Borrower or any Subsidiary may merge with any other Person in connection with an Investment permitted pursuant to such effect showing such calculation in reasonable detail prior to Section 8.02 so long as the continuing or concurrently surviving Person shall be a Subsidiary, which shall be a Guarantor if the merging Subsidiary was a Guarantor and which together with such consolidation or merger) and (B) each of its Subsidiaries shall have complied with the surviving entity (the “Successor Corporation”) shallrequirements of Section 7.12; provided, immediately that following any such merger or consolidation (x) be organized or formed under involving the laws of any State of the United States or the District of Columbia and (y) have duly assumed all obligations of Borrower, the Borrower hereunder and under is the other Credit Documents in form and substance satisfactory to the Administrative Agent (and, if reasonably requested by the Administrative Agent, the Successor Corporation shall have delivered a favorable opinion of counsel as to the assumption by the Successor Corporation of the obligations)surviving Person. (db) any non-Wholly Owned Subsidiary of Except in connection with a transaction permitted by Section 8.04(a)(i), the Borrower may merge into will not dissolve, liquidate or consolidate with or into any other Person (other than the Borrower or a Wholly Owned Subsidiary) so long as such Subsidiary is the surviving corporationwind up its affairs.

Mergers and Dissolutions. The Borrower will not, and will not permit any (a) Enter into a transaction of its Subsidiaries to, merge into merger 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 dissolveconsolidation, 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: (ai) any Wholly Owned a Domestic Subsidiary of the Borrower may merge into be a party to a transaction of merger or consolidate consolidation 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 another Domestic Subsidiary of the Borrower; and (c) provided that if the Borrower may merge into or with or consolidate with or into any other Person or convert from is a limited liability company party to a corporationsuch transaction, provided, that, either (i) the Borrower shall be the surviving entity Person; provided, further that if the Borrower is not a party to such transaction but a Guarantor is, such Guarantor shall be the surviving Person or the surviving Person shall become a Guarantor immediately upon the consummation of such transaction; (ii) a Foreign Subsidiary may be party to a transaction of merger or consolidation and immediately following such merger with the Borrower or consolidation shall own substantially all a Subsidiary of the assets owned by it immediately prior to such merger or consolidation or Borrower; provided that (iiA) if the Borrower is a party thereto, it shall be the surviving entity, (B) if a Guarantor is a party thereto, it shall be the surviving Person or the surviving Person shall become a Guarantor immediately following the consummation of such transaction, and (C) if a Foreign Subsidiary is a party thereto and a Domestic Subsidiary is not a party thereto, the surviving entity of such merger or consolidation, (A) shall be a Foreign Subsidiary and the Borrower, at the time thereof Borrower and immediately after giving effect thereto, its Subsidiaries shall be in compliance on a pro forma basis with the financial covenant contained in requirements of Section 8.06 as if such 7.13; (iii) a Subsidiary may enter into a transaction of merger or 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 with a Subject Disposition effected pursuant to Section 7.01 8.05, so long as no more assets are Disposed of as a result of or in connection with any transaction undertaken pursuant to this clause (as demonstrated iii) than would otherwise have been allowed pursuant to Section 8.05; (iv) mergers and consolidations contemplated by the delivery to the Administrative Agent of a certificate of a Responsible Officer of Section 8.12 shall be permitted; and (v) the Borrower or any Subsidiary may merge with any other Person in connection with an Investment permitted pursuant to such effect showing such calculation in reasonable detail prior to Section 8.02 so long as the continuing or concurrently surviving Person shall be a Subsidiary, which shall be a Guarantor if the merging Subsidiary was a Guarantor and which together with such consolidation or merger) and (B) each of its Subsidiaries shall have complied with the surviving entity (the “Successor Corporation”) shall, immediately requirements of Section 7.12; provided that following any such merger or consolidation (x) be organized or formed under involving the laws of any State of the United States or the District of Columbia and (y) have duly assumed all obligations of Borrower, the Borrower hereunder and under is the other Credit Documents in form and substance satisfactory to the Administrative Agent (and, if reasonably requested by the Administrative Agent, the Successor Corporation shall have delivered a favorable opinion of counsel as to the assumption by the Successor Corporation of the obligations)surviving Person. (db) any non-Wholly Owned Subsidiary of Except in connection with a transaction permitted by Section 8.04(a)(i), the Borrower may merge into will not dissolve, liquidate or consolidate with or into any other Person (other than the Borrower or a Wholly Owned Subsidiary) so long as such Subsidiary is the surviving corporationwind up its affairs.