Common use of Mergers and Sales of Assets Clause in Contracts

Mergers and Sales of Assets. (a) Except in connection with a Permitted Acquisition, the Borrower will not, and will not permit any Subsidiary to, consolidate or merge with or into, or transfer all or substantially all of its assets to, any other Person, provided that (i) the Borrower may merge with a Wholly-Owned Subsidiary if the Borrower is the corporation surviving such merger and immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (ii) any Wholly-Owned Subsidiary or Nomai may merge with, or transfer all or substantially all of its assets to, any other Wholly-Owned Subsidiary and immediately after giving effect to such merger or transfer, no Default shall have occurred and be continuing. (b) Except in connection with a Permitted Acquisition, none of the Borrower and its Subsidiaries will acquire the Capital Stock of or all or substantially all of the assets, operations, any division or any operating unit of any Person (other than (i) Nomai and (ii) a Wholly-Owned Subsidiary). None of the Borrower and its Subsidiaries will act as a general partner under any partnership agreement with any other Person. (c) The Borrower and its Subsidiaries will not sell, lease or otherwise transfer, directly or indirectly, any property except for (i) sales of inventory in the ordinary course of business, (ii) sales or dispositions of obsolete or no longer useful equipment, (iii) sales of production equipment to the extent the proceeds of such sale do not exceed $5,000,000 in any fiscal year and $7,000,000 during the period from and including the Effective Date to but excluding the Termination Date and (iv) the granting of licenses in the ordinary course of business.

Mergers and Sales of Assets. (a) Except in connection with a Permitted Acquisition, the Borrower Neither Issuer will not, and will not permit any Subsidiary to, consolidate or merge with or into, or transfer all or substantially all of its assets to, to any other Person, ; provided that either Issuer may merge with another Person if (i) the Borrower may merge with a Wholly-Owned Subsidiary if the Borrower such Issuer is the corporation surviving such merger and immediately (ii) after giving effect to such merger, no Default shall have occurred and be continuing. The Issuers will not, and (ii) will not permit any Wholly-Owned Subsidiary or Nomai may merge with, or transfer all or substantially all of its assets their respective Subsidiaries to, any other Wholly-Owned Subsidiary and immediately after giving effect to such merger or transfer, no Default shall have occurred and be continuing. (b) Except in connection with a Permitted Acquisition, none of the Borrower and its Subsidiaries will acquire the Capital Stock of or all or substantially all of the assets, operations, any division or any operating unit of any Person (other than (i) Nomai and (ii) a Wholly-Owned Subsidiary). None of the Borrower and its Subsidiaries will act as a general partner under any partnership agreement with any other Person. (c) The Borrower and its Subsidiaries will not sell, lease lease, license or otherwise transfer, directly or indirectly, any property except for (i) sales all or substantially all of inventory in the ordinary course assets of business, (ii) sales either Issuer or dispositions of obsolete or no longer useful equipment, (iii) sales of production equipment to the extent the proceeds of such sale do not exceed $5,000,000 Issuer and its Subsidiaries, taken as a whole, to, any other Person; provided that nothing in any fiscal year this Section 5.08 will prevent DNAP and $7,000,000 during the period its Subsidiaries from licensing their proprietary technology and including the Effective Date to but excluding the Termination Date and (iv) the granting of licenses other intellectual property in the ordinary course of business. (b) Neither any Issuer nor any Other Pledgor will conduct or consummate any Asset Sale with respect to any Collateral or otherwise sell, lease, license or otherwise transfer (any of the foregoing, a "Transfer") any Collateral, except for Transfers (other than leases or licenses) (i) for fair value to a Person or Persons other than the Issuers and their Subsidiaries and Affiliates, (ii) for consideration not less than 90% of which is in the form of cash received by the relevant Issuers and/or Other Pledgors at the closing of such Transfer and (iii) the Net Cash Proceeds of which are paid promptly upon the receipt thereof in accordance with Section 2.03. Without limitation of the foregoing, (A) unless the Share Collateral Reduction Period is then in effect and the Total Collateral Value after giving effect thereto will be not less than 300% of the aggregate outstanding principal amount of the Notes at such time (in each case, determined immediately after giving effect to the application of the Net Cash Proceeds of any such Transfer), no Transfer of any Share Collateral consisting of shares of Empaques, SCA or DNAP shall be made unless all of the shares owned by Savia and its Subsidiaries of such Person are sold simultaneously as part of the same transaction and (B) in no event shall Savia sell, lease, license or otherwise transfer any Seminis Shares held as Share Collateral unless all of the shares of Seminis owned by Savia and its Subsidiaries are sold simultaneously as part of the same transaction.

Mergers and Sales of Assets. (a) Except in connection with a Permitted Acquisition, the Borrower will not, not and will not permit any Subsidiary toof Borrower to (a) merge or consolidate with, consolidate whether in one transaction or merge with in a series of transactions, any Person or intoPersons or (b) sell, assign, lease, or transfer all otherwise dispose of, whether in one transaction or substantially all in a series of its assets totransactions, any properties (a "Property Disposition") other Personthan (x) sales of hydrocarbons produced from Borrower's Oil & Gas Properties in the ordinary course of business and (y) other Property Dispositions; provided, provided that (i) unless Borrower has provided Lenders prior notice of a Property Disposition as provided in clause (ii) below, (A) such Property Disposition may only be for cash consideration, and (B) the Borrower may merge Borrowing Base shall reduce simultaneously with a Wholly-Owned Subsidiary if the Borrower is completion of such Property Disposition by an amount equal to the corporation surviving Net Cash Proceeds from such merger and immediately after giving effect to such merger, no Default shall have occurred and be continuingProperty Disposition, and (ii) Borrower may, at its option in connection with any Wholly-Owned Subsidiary Property Disposition in which the cash consideration consists solely of cash, and Borrower shall, in connection with any Property Disposition in which the consideration consists in whole or Nomai may merge within part of property other than cash, or transfer all or substantially all provide Lenders not less than 15 days advance written notice of its assets tosuch Property Disposition, describing the properties to be disposed of and the consideration to be received, and Lenders shall have the right to reduce the Borrowing Base then in effect by an amount equal to the Borrowing Base value attributable to the properties to be disposed of; any other Wholly-Owned Subsidiary reduction in the Borrowing Base pursuant to this clause (ii) shall (A) be determined by Required Lenders in their sole discretion but in a manner consistent with redeterminations of the Borrowing Base generally as provided in Article IV, (B) shall be effective simultaneously with the subject Property Disposition, and immediately after giving effect (C) shall not be in lieu of any Special Determination available to such merger or transferLenders under Article IV; notwithstanding the foregoing, no Default reduction of the Borrowing Base shall have occurred and be continuing. (b) Except required in connection with a Permitted Acquisition, none Property Disposition under this clause (b) of the Borrower and its Subsidiaries will acquire the Capital Stock of or all or substantially all of the assets, operations, any division or any operating unit of any Person (other than (i) Nomai and (ii) a Wholly-Owned Subsidiary). None of the Borrower and its Subsidiaries will act as a general partner under any partnership agreement with any other Person. (c) The Borrower and its Subsidiaries will not sell, lease or otherwise transfer, directly or indirectly, any property except for (i) sales of inventory in the ordinary course of business, (ii) sales or dispositions of obsolete or no longer useful equipment, (iii) sales of production equipment to the extent the proceeds of such sale do not exceed $5,000,000 in any fiscal year and $7,000,000 during the period from and including the Effective Date to but excluding the Termination Date and (iv) the granting of licenses in the ordinary course of business.this SECTION 7.03

Mergers and Sales of Assets. (a) Except in connection with a Permitted Acquisition, Each of the Borrower Issuer and the Guarantor will not, and will not permit any Material Subsidiary to, consolidate or merge with or into, or convey, transfer or lease all or substantially all of its assets to, any other Person, provided that the Issuer, the Guarantor or any Material Subsidiary may merge or consolidate with another Person or 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 Borrower may merge with 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 Wholly-Owned Subsidiary if the Borrower is the corporation surviving such merger Responsible Officers’ Certificate certifying that immediately before and immediately after giving effect to such mergertransaction, no Default shall have occurred the Consolidated Debt to EBITDA Ratio of the Guarantor and be continuingits Consolidated Subsidiaries does not exceed 3.5 to 1, (B) immediately before and (ii) any Wholly-Owned Subsidiary or Nomai may merge with, or transfer all or substantially all of its assets to, any other Wholly-Owned Subsidiary and immediately after giving effect to such merger or transfertransaction, no Default shall have occurred exist and be continuingcontinuing and (C) in the case of any such transaction involving the Original Issuer, 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, the Guarantor or the Original Issuer, 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. (b) Except in connection with a Permitted Acquisition, none Each of the Borrower Issuer and its Subsidiaries the Guarantor will acquire the Capital Stock of or all or substantially all of the assetsnot, operationsand will not permit any Material Subsidiary to, make any division or any operating unit of any Person (other than Asset Sale, unless (i) Nomai and (ii) a Wholly-Owned Subsidiary). None the consideration therefor is not less than the fair market value of the Borrower and its Subsidiaries will act as a general partner under any partnership agreement with any other Person. (c) The Borrower and its Subsidiaries will not sell, lease or otherwise transfer, directly or indirectly, any property except for (i) sales of inventory in the ordinary course of businessrelated asset, (ii) sales until at least 75% of the purchase price therefor has been paid in cash or dispositions of obsolete or no longer useful equipmentcash equivalents, the obligation to pay such purchase price shall be secured by a first lien on the assets sold, (iii) sales if such asset constituted Collateral hereunder, such Lien on such asset and the proceeds resulting from the enforcement of production equipment such Lien shall be assigned to the extent the proceeds of such sale do not exceed $5,000,000 in any fiscal year Brazilian Collateral Agent and $7,000,000 during the period from and including the Effective Date to but excluding the Termination Date and shall constitute Collateral hereunder, (iv) the granting Net Cash Proceeds thereof (whether received at the closing of licenses 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 ordinary course consummation of businesssuch 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. (a) Except in connection with a Permitted Acquisition, the Borrower The Company will not, and will not permit any Subsidiary to, consolidate or merge with or intointo any other Person; PROVIDED that (x) any Subsidiary may merge into the Company or into a 39 wholly-owned Subsidiary or, or transfer all or substantially all of its assets toon and after the Trigger Date, any other PersonPerson if, provided immediately after giving effect to such merger,(i) no Default shall have occurred and be continuing and the entity surviving such merger is the Company or a Subsidiary and (ii) in the event that any Subsidiary which merges into a wholly-owned Subsidiary or any other Person is a Borrower, the entity surviving such merger shall automatically assume all obligations of such Borrower under this Agreement and the Notes and (iy) on and after the Borrower Trigger Date, the Company may merge with a Wholly-Owned Subsidiary another Person if (A) the Borrower Company is the corporation surviving such merger and (B) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (ii) any Wholly-Owned Subsidiary or Nomai may merge with, or transfer all or substantially all of its assets to, any other Wholly-Owned Subsidiary and immediately after giving effect to such merger or transfer, no Default shall have occurred and be continuing. (b) Except in connection with a Permitted AcquisitionPrior to the Trigger Date, none the Company will not, and will not permit any of the Borrower and its Subsidiaries will acquire the Capital Stock of or all or substantially all of the assetsto, operationsmake any Asset Sale, any division or any operating unit of any Person (other than unless (i) Nomai the consideration therefor is not less than the fair market value of the related asset and (ii) either such sale is a Wholly-Owned Subsidiary). None Permitted Disposition or, after giving effect thereto, the aggregate fair market value of the Borrower assets disposed of in all Asset Sales other than Permitted Dispositions during any fiscal year would not exceed $50,000,000 and its Subsidiaries the portion of the consideration for any Asset Sale (other than Permitted Dispositions) which does not consist of cash payable at closing would not exceed 20% of the total consideration for such Asset Sale. On and after the Trigger Date, neither the Company nor any Subsidiary will act as a general partner under any partnership agreement with any other Person. (c) The Borrower and its Subsidiaries will not sell, lease or otherwise transfer, directly or indirectly, all or any property except for (i) sales substantial part of inventory in the ordinary course assets of businessthe Company and its Subsidiaries, (ii) sales or dispositions of obsolete or no longer useful equipmenttaken as a whole, (iii) sales of production equipment to any other Person; PROVIDED that any Subsidiary may transfer assets to the extent the proceeds of such sale do not exceed $5,000,000 in any fiscal year Company or another Subsidiary if, after giving effect thereto, no Default shall have occurred and $7,000,000 during the period from and including the Effective Date to but excluding the Termination Date and (iv) the granting of licenses in the ordinary course of businessbe continuing.

Mergers and Sales of Assets. (a) Except in connection with a Permitted Acquisition, the The Borrower will not, and will not permit any Subsidiary to, consolidate or merge with or into, or transfer all or substantially all of its assets to, into any other Person; provided, provided that so long as no Default has occurred and is continuing, (iA) the Borrower may merge with a Wholly-Owned or into Grupo Cinemex or any Subsidiary of the Borrower established and existing under the laws of Mexico, (i) if the survivor, if it is a Person other than the Borrower, assumes all the obligations of the Borrower is under the corporation surviving such merger Loan Documents by operation of law or pursuant to an agreement satisfactory to the Required Banks and (ii) immediately after giving effect to such merger, no Default shall have occurred and be continuing; and (B) except as permitted by Section 5.04(a) and clause (A) of this paragraph (a) in which case the provisions of this clause (B) shall not apply, a Person may merge with and into the Borrower so long as (i) within 10 Domestic Business Days prior thereto the Borrower notifies the Administrative Agent of such merger, (ii) any Wholly-Owned Subsidiary or Nomai may merge withthe Borrower survives such merger, or transfer all or substantially all of its assets to(iii) on a pro forma basis after giving effect to such merger, any other Wholly-Owned Subsidiary the Borrower would be in compliance with Sections 5.09 through 5.12 for the four Fiscal Quarters ending immediately prior to such merger and (iv) immediately after giving effect to such merger or transfermerger, no Default shall have occurred and be continuing.; (b) Except in connection with a Permitted Acquisition, none of the Borrower and its Subsidiaries will acquire the Capital Stock of or all or substantially all of the assets, operations, any division or any operating unit of any Person (other than (i) Nomai and (ii) a Wholly-Owned Subsidiary). None of the Borrower and its Subsidiaries will act as a general partner under any partnership agreement with any other Person. (c) The Borrower and its Subsidiaries will not sell, lease lease, transfer or otherwise transferdispose of (including in connection with a Sale and Leaseback Transaction) any of its assets, directly or indirectly, any property except for (i) sales and dispositions by the Borrower and its Subsidiaries in the ordinary course of inventory business (including the disposition of repossessed assets), (ii) dispositions by the Borrower and its Subsidiaries of obsolete, worn out or surplus property disposed of in the ordinary course of business, (iiiii) sales sales, leases, transfers or other dispositions of assets by a Wholly-Owned Subsidiary of the Borrower to any other Wholly-Owned Subsidiary of the Borrower, (iv) sales, leases, transfers or other dispositions of assets by any Wholly-Owned Subsidiary of the Borrower to the Borrower, (v) sales, transfers or dispositions of obsolete assets by the Borrower or no longer useful equipmentany of its Subsidiaries, provided, that any such sales, transfers or dispositions covered under this clause (iiiv) sales shall, for the term of production equipment this Agreement include assets with an aggregate fair market value not to exceed $10,000,000 and (vi) transfers or dispositions of assets by the Borrower or any of its Subsidiaries not otherwise permitted by clauses (i) through (v) above, so long as in exchange for any such transfer or disposition the Borrower or its Subsidiaries receive assets with a fair market value at least equal to the extent fair market value as the proceeds assets transferred or disposed of such sale do not exceed $5,000,000 in by the Borrower or any fiscal year and $7,000,000 during the period from and including the Effective Date to but excluding the Termination Date and (iv) the granting of licenses in the ordinary course of businessits Subsidiaries.