Common use of Mergers and Sales of Assets Clause in Contracts

Mergers and Sales of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, consolidate or merge with or into any other Person; provided that nothing in this Section shall prohibit (i) the Borrower from merging with any Subsidiary (other than a JV Subsidiary or Acquisition Sub or, prior to the consummation of the Equity Issuances contemplated by Section 5.21, ARCO Chemical) if the Borrower is the corporation surviving such merger and, immediately after giving effect to such merger, no Default shall exist or (ii) any Subsidiary from merging with any Person if the entity surviving the merger is such Subsidiary or becomes a Subsidiary as a result of that merger (and if either party to such merger is a Subsidiary Guarantor, the entity surviving the merger is a Subsidiary Guarantor) and immediately after giving effect to such merger, no Default shall exist. The Borrower will not sell or otherwise dispose of all or substantially all of its assets to any other Person or Persons; provided that this provision shall not prohibit the sale of Margin Stock for fair value (as determined in good faith by the chief financial officer of the Borrower) in cash or cash equivalents. Prior to the Mandatory Prepayment Release Date, the Borrower will not, and will not permit any of its Subsidiaries to, make any Asset Sale unless (i) the consideration therefor is not less than the fair market value of the related asset (as determined in good faith by the chief financial officer of the Borrower) and (ii) the consideration therefor consists solely of cash or cash equivalents.

Mergers and Sales of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, consolidate or merge with or into any other Person; provided that nothing in this Section shall prohibit (i) the Borrower from merging with any Subsidiary (other than a JV Subsidiary or Acquisition Sub or, prior to the consummation of the Equity Issuances contemplated by Section 5.21, ARCO ChemicalSubsidiary) if the Borrower is the corporation surviving such merger and, immediately after giving effect to such merger, no Default shall exist exist, or (ii) any Subsidiary from merging with any Person if the entity surviving the merger is such Subsidiary or becomes a Subsidiary as a result of that merger (and if either party to such merger is a Subsidiary Guarantor, the entity surviving the merger is a Subsidiary Guarantor) and immediately after giving effect to such merger, no Default shall exist. The Borrower will not sell or otherwise dispose of all or substantially all of its assets to any other Person or Persons; provided that this provision shall not prohibit the sale of Margin Stock for fair value (as determined in good faith by the chief financial officer of the Borrower) in cash or cash equivalents. Prior to the Mandatory Prepayment Release Investment Grade Date, the Borrower will not, and will not permit any of its Subsidiaries to, make any Asset Sale unless (i) the consideration therefor is not less than the fair market value of the related asset (or in the case of leases, fair market rates) (as determined in good faith by the chief financial officer of the Borrower) and (ii) the consideration therefor consists solely of cash or cash equivalentsequivalents and notes and equity securities, such notes and equity securities having an aggregate value not to exceed 15% of the aggregate amount of consideration received by the Borrower and its Subsidiaries with respect to such Asset Sale; provided that this provision shall not apply to a Major Asset Sale effected in accordance with Section 5.20; and provided further that an LCR Asset Sale may not be consummated unless the LCR Compliance Test is satisfied.

Mergers and Sales of Assets. The Borrower (a) Each of the Issuer and the Guarantor will not, and will not permit any of its Subsidiaries Material Subsidiary to, consolidate or merge with or into any other Person; provided that nothing in this Section shall prohibit (i) the Borrower from merging with any Subsidiary (other than a JV Subsidiary into, or Acquisition Sub orconvey, prior to the consummation of the Equity Issuances contemplated by Section 5.21, ARCO Chemical) if the Borrower is the corporation surviving such merger and, immediately after giving effect to such merger, no Default shall exist transfer or (ii) any Subsidiary from merging with any Person if the entity surviving the merger is such Subsidiary or becomes a Subsidiary as a result of that merger (and if either party to such merger is a Subsidiary Guarantor, the entity surviving the merger is a Subsidiary Guarantor) and immediately after giving effect to such merger, no Default shall exist. The Borrower will not sell or otherwise dispose of lease all or substantially all of its assets to to, any other Person, provided that the Issuer, the Guarantor or any Material Subsidiary may merge or consolidate with another Person or Persons; so convey, transfer or lease its assets to another Person if, prior to or simultaneously with such merger, consolidation, conveyance, transfer or lease, (i) the Required Interest Holders shall have consented to such transaction in writing or (ii) (A) the Guarantor shall have provided to the Administrative Agent the documentation evidencing such transaction and a Responsible Officers' Certificate certifying that this provision immediately before and after giving effect to such transaction, the Consolidated Debt to EBITDA Ratio of the Guarantor and its Consolidated Subsidiaries does not exceed 3.5 to 1, (B) immediately before and after giving effect to such transaction, no Default shall not exist and be continuing and (C) in the case of any such transaction involving the Issuer or the Guarantor, the Person surviving such merger or consolidation or the Person to which such assets have been so conveyed, transferred or leased (which in each case shall be engaged principally in the telecommunications business in Brazil) shall explicitly assume in writing all of the obligations of the Issuer or the Guarantor, respectively, under the Transaction Documents and shall provide to the Administrative Agent an opinion or opinions of Brazilian, New York and other relevant independent counsel that such assumption is a legal, valid and binding obligation of such Person. Nothing shall be construed so as to prohibit the sale merger of Margin Stock for fair value any Subsidiary specified in Schedule 6 into and with Telecomunicacoes do Rio de Janeiro S.A. (as determined in good faith by the chief financial officer b) Each of the Borrower) in cash or cash equivalents. Prior to Issuer and the Mandatory Prepayment Release Date, the Borrower Guarantor will not, and will not permit any of its Subsidiaries Material Subsidiary to, make any Asset Sale Sale, unless (i) the consideration therefor is not less than the fair market value of the related asset (as determined in good faith by the chief financial officer of the Borrower) and asset, (ii) until at least 75% of the consideration purchase price therefor consists solely of has been paid in cash or cash equivalents, the obligation to pay such purchase price shall be secured by a first lien on the assets sold, (iii) if such asset constituted Collateral hereunder, such Lien on such asset and the proceeds resulting from the enforcement by the Issuer of such Lien shall be assigned to the Brazilian Collateral Agent and shall constitute Collateral hereunder, (iv) the Net Cash Proceeds thereof (whether received at the closing of such Asset Sale or pursuant to cash payments made at a subsequent date) are applied in accordance with Section 2.04, (v) prior to or simultaneously with the consummation of such Asset Sale, the Guarantor shall have provided to the Administrative Agent the documentation evidencing such Asset Sale and a Responsible Officers' Certificate certifying compliance (as of the date of, and taking into account the effects of, such Asset Sale) with Sections 5.11 and 5.12 and (vi) immediately before and after giving effect to such transaction, no Default shall exist and be continuing.

Mergers and Sales of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, consolidate or merge with or into any other Person; provided that nothing in this Section shall prohibit (i) the Borrower from merging with any Subsidiary (other than a JV Subsidiary or Acquisition Sub or, prior to the consummation of the Equity Issuances contemplated by Section 5.21, ARCO ChemicalSubsidiary) if the Borrower is the corporation surviving such merger and, immediately after giving effect to such merger, no Default shall exist or (ii) any Subsidiary from merging with any Person if the entity surviving the merger is such Subsidiary or becomes a Subsidiary as a result of that merger (and if either party to such merger is a Subsidiary Guarantor, the entity surviving the merger is a Subsidiary Guarantor) and immediately after giving effect to such merger, no Default shall exist. The Borrower will not sell or otherwise dispose of all or substantially all of its assets to any other Person or Persons; provided that this provision shall not prohibit the sale of Margin Stock for fair value (as determined in good faith by the chief financial officer of the Borrower) in cash or cash equivalents. Prior to the Mandatory Prepayment Release Date, the Borrower will not, and will not permit any of its Subsidiaries to, make any Asset Sale unless (i) the consideration therefor is not less than the fair market value of the related asset (as determined in good faith by the chief financial officer of the Borrower) and (ii) the consideration therefor consists solely of cash or cash equivalentsequivalents and notes and equity securities, such notes and equity securities having an aggregate value not to exceed 15% of the aggregate amount of consideration received by the Borrower and its Subsidiaries with respect to such Asset Sale; provided that this provision shall not apply to a Major Asset Sale effected in accordance with Section 5.22.

Mergers and Sales of Assets. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, consolidate or merge with or into any other Person; , provided that nothing in this Section 5.07 shall prohibit (i) the Borrower from merging with any Subsidiary (other than a JV Subsidiary or Acquisition Sub or, prior to the consummation of the Equity Issuances contemplated by Section 5.21, ARCO Chemical) if the Borrower is the entity surviving such merger, (ii) any Subsidiary from merging with any Guarantor if the corporation surviving the merger is a Guarantor or (iii) any Subsidiary that is not a Guarantor from merging with any Subsidiary that is not a Guarantor if the entity surviving such merger andis a wholly-owned Subsidiary; provided, in each case, immediately after giving effect to such merger, no Event of Default shall exist or (ii) any Subsidiary from merging with any Person if the entity surviving the merger is such Subsidiary or becomes a Subsidiary as a result of that merger (have occurred and if either party to such merger is a Subsidiary Guarantor, the entity surviving the merger is a Subsidiary Guarantor) and immediately after giving effect to such merger, no Default shall existbe continuing. The Borrower will not sell or otherwise dispose of all or substantially all of its assets to any other Person or Persons; provided that this provision shall not prohibit the sale of Margin Stock for fair value (as determined in good faith by the chief financial officer of the Borrower) in cash or cash equivalents. Prior to the Mandatory Prepayment Release Date, the Borrower will not, and will not permit any of its Subsidiaries to, make any Asset Sale unless (i) with respect to any Asset Sale the consideration for which exceeds $250,000, (x) the consideration therefor is not less than the fair market value of the related asset (as determined in good faith by the chief financial officer of the Borrower) and (iiy) not less than 75% of the consideration therefor consists solely of cash and (ii) after giving effect thereto, the aggregate fair market value of the assets disposed of in all Asset Sales effected after the Closing Date would not exceed $10,000,000; provided that (i) the conditions specified in clauses (i) and (ii) above will not apply to any Asset Sale involving the sale of any Panini Entity or cash equivalentsthe assets thereof and (ii) the condition specified in clause (ii) above will not apply to the sale by the Borrower or any Subsidiary of accounts receivable in the ordinary course of business in an amount not to exceed $2,000,000 in the aggregate for the Borrower and its Subsidiaries in any Fiscal Year.

Mergers and Sales of Assets. The Borrower will not, and will not permit any of its Subsidiaries to, consolidate or merge with or into any other Person; provided that nothing in this Section shall prohibit (i) the Borrower from merging with any Subsidiary (other than a JV Subsidiary or Acquisition Sub or, prior to the consummation of the Equity Issuances contemplated by Section 5.21, ARCO ChemicalSubsidiary) if the Borrower is the corporation surviving such merger and, immediately after giving effect to such merger, no Default shall exist exist, or (ii) any Subsidiary from merging with any Person if the entity surviving the merger is such Subsidiary or becomes a Subsidiary as a result of that merger (and if either party to such merger is a Subsidiary Guarantor, the entity surviving the merger is a Subsidiary Guarantor) and immediately after giving effect to such merger, no Default shall exist. The Borrower will not sell or otherwise dispose of all or substantially all of its assets to any other Person or Persons; provided that this provision shall not prohibit the sale of Margin Stock for fair value (as determined in good faith by the chief financial officer of the Borrower) in cash or cash equivalents. Prior to the Mandatory Prepayment Release Investment Grade Date, the Borrower will not, and will not permit any of its Subsidiaries to, make any Asset Sale unless (i) the consideration therefor is not less than the fair market value of the related asset (as determined in good faith by the chief financial officer of the Borrower) and (ii) the consideration therefor consists solely of cash or cash equivalentsequivalents and notes and equity securities, such notes and equity securities having an aggregate value not to exceed 15% of the aggregate amount of consideration received by the Borrower and its Subsidiaries with respect to such Asset Sale; provided that this provision shall not apply to (i) a Major Asset Sale effected in accordance with Section 5.20.