Common use of Mergers, Consolidations and Sales Clause in Contracts

Mergers, Consolidations and Sales. The Credit Parties will not, and will not permit or cause any of their Subsidiaries to, (a) merge or consolidate, or purchase or otherwise acquire all or substantially all of the assets of or Equity Interests in, any other Person (other than a newly formed Subsidiary or the acquisition of a Subsidiary which complies with clause (b)(ii) of this Section 6.3 or the acquisition of shares of a Subsidiary held by minority shareholders), or (b) sell, transfer, convey or lease all or any substantial part of its assets other than any sale, transfer, conveyance or lease in the ordinary course of business or any sale or assignment of receivables except for (i) any such merger or consolidation, sale, transfer, conveyance, lease or assignment of any wholly owned Subsidiary into, with or to any other wholly owned Subsidiary or RenRe, (ii) purchases or acquisitions which comply with Section 6.2 provided (x) no Default or Event of Default has occurred and is continuing or would result therefrom and (y) the purchase price for any single purchase or acquisition does not exceed 50% of Tangible Net Worth of RenRe as of the date of such purchase or acquisition and (z) the aggregate purchase price of all purchases and acquisitions after the Restatement Effective Date does not exceed 100% of Tangible Net Worth of RenRe as of the Restatement Effective Date and (iii) sales of assets and Equity Interests of Subsidiaries that are not Material Subsidiaries, provided no Default or Event of Default has occurred and is continuing.

Mergers, Consolidations and Sales. The Credit Parties will not, and will not permit or cause any of their Subsidiaries to, (a) merge or consolidate, or purchase or otherwise acquire all or substantially all of the assets of or Equity Interests in, any other Person (other than a newly formed Subsidiary or the acquisition of a Subsidiary which complies with clause (b)(ii) of this Section 6.3 SECTION 6.03 or the acquisition of shares of a Subsidiary held by minority shareholders), or (b) sell, transfer, convey or lease all or any substantial part of its assets other than any sale, transfer, conveyance or lease in the ordinary course of business or any sale or assignment of receivables except for (i) any such merger or consolidation, sale, transfer, conveyance, lease or assignment of any wholly owned Subsidiary into, with or to any other wholly owned Subsidiary or RenReSubsidiary, (ii) purchases or acquisitions which comply with Section 6.2 SECTION 6.02 provided (x) no Default or Event of Default has occurred and is continuing or would result therefrom and (y) the purchase price for any single purchase or acquisition does not exceed 50% of Consolidated Tangible Net Worth of RenRe as of the date of such purchase or acquisition and (z) the aggregate purchase price of all purchases and acquisitions after the Restatement Initial Effective Date does not exceed 100% of Consolidated Tangible Net Worth of RenRe as of the Restatement Initial Effective Date and (iii) sales of assets and Equity Interests of Subsidiaries that are not Material Subsidiaries, provided no Default or Event of Default has occurred and is continuing.

Mergers, Consolidations and Sales. The Credit Parties will notNot, and will not permit or cause any of their its Subsidiaries to, (a) merge or consolidate, or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or Equity Interests any partnership or joint venture interest in, any other Person (other than a newly formed Subsidiary or the acquisition of a Subsidiary which complies with clause (b)(ii) of this Section 6.3 7.3 or the acquisition of shares of a Subsidiary held by minority shareholders), or (b) sell, transfer, convey or lease all or any substantial part of its assets other than any sale, transfer, conveyance or lease in the ordinary course of business or any sale or assignment of receivables except for (i) any such merger or consolidation, sale, transfer, conveyance, lease or assignment of any wholly owned Subsidiary into, with or to any other wholly owned Subsidiary or RenReSubsidiary, (ii) purchases or acquisitions which comply with Section 6.2 6.9 provided (x) no Default or Event of Default has occurred and is continuing or would result therefrom and (y) the purchase price for any single purchase or acquisition does not exceed 50% of Tangible Borrower Net Worth of RenRe as of the date of such purchase or acquisition minus all amounts which in accordance with GAAP would be characterized as intangible assets (including goodwill) as of the date of such purchase or acquisition (calculated on a pro forma basis giving effect to such acquisition or purchase) and (z) the aggregate purchase price of all purchases and acquisitions after the Restatement Effective Date December 31, 2008 does not exceed 100% of Tangible Borrower Net Worth of RenRe as of the Restatement Effective Date date of such purchase or acquisition minus all amounts which in accordance with GAAP would be characterized as intangible assets (including goodwill) and (iii) sales of assets and Equity Interests capital stock and other ownership or profit interests (including partnership, member or trust interest therein) of Subsidiaries that are not Material Subsidiaries, provided no Default or Event of Default has occurred and is continuing.

Mergers, Consolidations and Sales. The Credit Parties will notNot, and will not --------------------------------- permit or cause any of their its Subsidiaries to, (a) merge or consolidate, or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or Equity Interests any partnership or joint venture interest in, any other Person (other than a newly formed Subsidiary or the acquisition of a Subsidiary which complies with clause (b)(ii) of this Section 6.3 7.3 or the acquisition of shares of a ----------- Subsidiary held by minority shareholders), or (b) sell, transfer, convey or lease all or any substantial part of its assets other than any sale, transfer, conveyance or lease in the ordinary course of business or any sale or assignment of receivables except for (i) any such merger or consolidation, sale, transfer, conveyance, lease or assignment of any wholly owned Subsidiary into, with or to any other wholly owned Subsidiary or RenReSubsidiary, (ii) purchases or acquisitions which comply with Section 6.2 6.10 provided (x) no Default or Event of Default has occurred and ------------ is continuing or would result therefrom and (y) the purchase price for any single purchase or acquisition does not exceed 50% of Tangible Net Worth of RenRe minus all amounts which in accordance with GAAP would be characterized as intangible assets (including goodwill) as of the date of such purchase or acquisition (calculated on a proforma basis giving effect to such acquisition or purchase) and (z) the aggregate purchase price of all purchases and acquisitions after the Restatement Effective Date does do not exceed 100% of Tangible Net Worth of RenRe minus all amounts which in accordance with GAAP would be characterized as of the Restatement Effective Date intangible assets (including goodwill) and (iii) sales of assets and Equity Interests capital stock of Subsidiaries that are not Material Subsidiaries, provided no Default or Event of Default has occurred and is continuing.

Mergers, Consolidations and Sales. The Credit Parties will notNot, and will not permit or cause any of their its Subsidiaries to, (a) merge or consolidate, or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or Equity Interests any partnership or joint venture interest in, any other Person (other than a newly formed Subsidiary or the acquisition of a Subsidiary which complies with clause (b)(iiii) of this Section 6.3 or the acquisition of shares of a Subsidiary held by minority shareholders), or (b) sell, transfer, convey or lease all or any substantial part of its assets other than any sale, transfer, conveyance or lease in the ordinary course of business or any sale or assignment of receivables except for (i) any such merger or consolidation, sale, transfer, conveyance, lease or assignment of (x) any wholly owned Subsidiary into, with or to any other wholly owned Subsidiary (provided, that so long as if a Guarantor is a party to such transaction, the surviving or RenRecontinuing entity expressly assumes the obligations of such Guarantor under the Guaranty) or (y) any wholly owned Subsidiary into, with or to the Borrower (so long as the Borrower is the surviving or continuing entity), (ii) purchases or acquisitions which comply with Section 6.2 5.9 provided (x) no Default or Event of Default has occurred and is continuing or would result therefrom and (y) the purchase price for any single purchase or acquisition does not exceed 50% of Tangible Borrower Net Worth of RenRe as of the date of such purchase or acquisition and minus all amounts which in accordance with GAAP would be characterized as intangible assets (zincluding goodwill) the aggregate purchase price of all purchases and acquisitions after the Restatement Effective Date does not exceed 100% of Tangible Net Worth of RenRe as of the Restatement Effective Date date of such purchase or acquisition (calculated on a pro forma basis giving effect to such acquisition or purchase) and (iii) sales of assets and Equity Interests capital stock and other ownership or profit interests (including partnership, member or trust interest therein) of Subsidiaries that are not Material Subsidiaries, provided that no Default or Event of Default has occurred and is continuing.

Mergers, Consolidations and Sales. The Credit Parties will not, and will not permit or cause any of their Subsidiaries to, (a) Not permit any of its Insurance Subsidiaries to merge or consolidate, or (b) not, and not permit any of its Insurance Subsidiaries to, purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or Equity Interests any partnership or joint venture interest in, any other Person (other than (i) a newly formed Subsidiary or the acquisition of a Subsidiary which complies with clause Subsidiary, (b)(iiii) of this Section 6.3 or the acquisition of shares of a Subsidiary held by minority shareholders)shareholders provided the aggregate purchase price of all such acquisitions since the Effective Date does not exceed $50,000,000, and (iii) the acquisition of a property or casualty insurance company or entity providing related services provided that at the time of such acquisition the aggregate purchase price (after giving effect to the proposed acquisition) of all acquisitions pursuant to this clause (iii) does not exceed 20% of Consolidated Net Worth, or (bc) not, and not permit any of its Insurance Subsidiaries to, sell, transfer, convey or lease all or any substantial part of its assets or sell or assign with or without recourse any receivables, other than any sale, transfer, conveyance or lease in the ordinary course of business business, except in the cases of clauses (a), (b) or (c)for (x) any sale sale, transfer, lease or assignment disposition of receivables except for an asset by or to a Subsidiary, (iy) any disposition in connection with the dissolution of a Subsidiary in accordance with Section 5.2, and (z) any such merger or consolidation, sale, transfer, conveyance, lease or assignment of any wholly wholly-owned Subsidiary into, with or to the Borrower or any other wholly wholly-owned Subsidiary or RenReSubsidiary, (ii) purchases or acquisitions which comply with Section 6.2 provided (x) in each case no Default or Event of Default has occurred and is continuing or would result therefrom and (y) the purchase price for any single purchase or acquisition does not exceed 50% of Tangible Net Worth of RenRe as of the date of such purchase or acquisition and (z) the aggregate purchase price of all purchases and acquisitions after the Restatement Effective Date does not exceed 100% of Tangible Net Worth of RenRe as of the Restatement Effective Date and (iii) sales of assets and Equity Interests of Subsidiaries that are not Material Subsidiaries, provided no Default or Event of Default has occurred and is continuingtherefrom.

Mergers, Consolidations and Sales. The Credit Parties will notNot, and will not permit or cause any of their its Subsidiaries to, (a) merge or consolidate, or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or Equity Interests any partnership or joint venture interest in, any other Person (other than a newly formed Subsidiary or the acquisition of a Subsidiary which complies with clause (b)(ii) of this Section 6.3 7.3 or the acquisition of shares of a Subsidiary held by minority shareholders), or (b) sell, transfer, convey or lease all or any substantial part of its assets other than any sale, transfer, conveyance or lease in the ordinary course of business or any sale or assignment of receivables except for (i) any such merger or consolidation, sale, transfer, conveyance, lease or assignment of any wholly owned Subsidiary into, with or to any other wholly owned Subsidiary or RenReSubsidiary, (ii) purchases or acquisitions which comply with Section 6.2 6.9 provided (x) no Default or Event of Default has occurred and is continuing or would result therefrom and (y) the purchase price for any single purchase or acquisition does not exceed 50% of Tangible Borrower Net Worth of RenRe as of the date of such purchase or acquisition minus all amounts which in accordance with GAAP would be characterized as intangible assets (including goodwill) as of the date of such purchase or acquisition (calculated on a proforma basis giving effect to such acquisition or purchase) and (z) the aggregate purchase price of all purchases and acquisitions after the Restatement Amendment Effective Date does not exceed 100% of Tangible Borrower Net Worth of RenRe as of the Restatement Effective Date date of such purchase or acquisition minus all amounts which in accordance with GAAP would be characterized as intangible assets (including goodwill) and (iii) sales of assets and Equity Interests capital stock and other ownership or profit interests (including, without limitation, partnership, member or trust interest therein) of Subsidiaries that are not Material Subsidiaries, provided no Default or Event of Default has occurred and is continuing.

Mergers, Consolidations and Sales. The Credit Parties will not, and will not permit or cause any of their Subsidiaries to, (a) merge or consolidate, or purchase or otherwise acquire all or substantially all of the assets of or Equity Interests in, any other Person (other than a newly formed Subsidiary or the acquisition of a Subsidiary which complies with clause (b)(ii) of this Section 6.3 6.03 or the acquisition of shares of a Subsidiary held by minority shareholders), or (b) sell, transfer, convey or lease all or any substantial part of its assets other than any sale, transfer, conveyance or lease in the ordinary course of business or any sale or assignment of receivables except for (i) any such merger or consolidation, sale, transfer, conveyance, lease or assignment of any wholly owned Subsidiary into, with or to any other wholly owned Subsidiary or RenRe, (ii) purchases or acquisitions which comply with Section 6.2 6.02 provided (x) no Default or Event of Default has occurred and is continuing or would result therefrom and (y) the purchase price for any single purchase or acquisition does not exceed 50% of Consolidated Tangible Net Worth of RenRe as of the date of such purchase or acquisition and (z) the aggregate purchase price of all purchases and acquisitions after the Restatement Effective Date does not exceed 100% of Consolidated Tangible Net Worth of RenRe as of the Restatement Effective Date and (iii) sales of assets and Equity Interests of Subsidiaries that are not Material Subsidiaries, provided no Default or Event of Default has occurred and is continuing.

Mergers, Consolidations and Sales. The Credit Parties will notNot, and will not permit or cause any of their its Subsidiaries to, (a) merge or consolidate, or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or Equity Interests any partnership or joint venture interest in, any other Person (other than a newly formed Subsidiary or the acquisition of a Subsidiary which complies with clause (b)(ii) of this Section 6.3 7.3 or the acquisition of shares of a Subsidiary held by minority shareholders), or (b) sell, transfer, convey or lease all or any substantial part of its assets other than any sale, transfer, conveyance or lease in the ordinary course of business or any sale or assignment of receivables except for (i) any such merger or consolidation, sale, transfer, conveyance, lease or assignment of any wholly owned Subsidiary into, with or to any other wholly owned Subsidiary or RenReSubsidiary, (ii) purchases or acquisitions which comply with Section 6.2 6.9 provided (x) no Default or Event of Default has occurred and is continuing or would result therefrom and (y) the purchase price for any single purchase or acquisition does not exceed 50% of Tangible Borrower Net Worth of RenRe as of the date of such purchase or acquisition minus all amounts which in accordance with GAAP would be characterized as intangible assets (including goodwill) as of the date of such purchase or acquisition (calculated on a pro forma basis giving effect to such acquisition or purchase) and (z) the aggregate purchase price of all purchases and acquisitions after the Restatement Effective Date December 31, 2009 does not exceed 100% of Tangible Borrower Net Worth of RenRe as of the Restatement Effective Date date of such purchase or acquisition minus all amounts which in accordance with GAAP would be characterized as intangible assets (including goodwill) and (iii) sales of assets and Equity Interests capital stock and other ownership or profit interests (including partnership, member or trust interest therein) of Subsidiaries that are not Material Subsidiaries, provided no Default or Event of Default has occurred and is continuing.

Mergers, Consolidations and Sales. The Credit Parties will notNot, and will not permit or cause any of their its Subsidiaries to, (ai) merge or consolidate, or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or Equity Interests any partnership or joint venture interest in, any other Person (other than a newly formed Subsidiary or the acquisition of a Subsidiary which complies with clause (b)(iiii)(B) of this Section 6.3 5.02(c) or the acquisition of shares of a Subsidiary held by minority shareholders), or (bii) sell, transfer, convey or lease all or any substantial part of its assets other than any sale, transfer, conveyance or lease in the ordinary course of business or any sale or assignment of receivables except for (iA) any such merger or consolidation, sale, transfer, conveyance, lease or assignment of any wholly owned Subsidiary into, with or to any other wholly owned Subsidiary or RenReSubsidiary, (iiB) purchases or acquisitions which comply with Section 6.2 5.01(j) provided (x) no Default or Event of Default has occurred and is continuing or would result therefrom and (y) the purchase price for any single purchase or acquisition does not exceed 50% of Tangible Net Worth of RenRe minus all amounts which in accordance with GAAP would be characterized as intangible assets (including goodwill) as of the date of such purchase or acquisition (calculated on a proforma basis giving effect to such acquisition or purchase) and (z) the aggregate purchase price of all purchases and acquisitions after the Restatement Effective Date does not exceed 100% of Tangible Net Worth of RenRe minus all amounts which in accordance with GAAP would be characterized as of the Restatement Effective Date intangible assets (including goodwill) and (iiiC) sales of assets and Equity Interests capital stock of Subsidiaries that are not Material Subsidiaries, provided that no Default or Event of Default has occurred and is continuing.

Mergers, Consolidations and Sales. The Credit Parties will not, and will not permit or cause any of their Subsidiaries to, (a) merge or consolidate, or purchase or otherwise acquire all or substantially all of the assets of or Equity Interests in, any other Person (other than a newly formed Subsidiary or the acquisition of a Subsidiary which complies with clause (b)(ii) of this Section 6.3 or the acquisition of shares of a Subsidiary held by minority shareholders), or (b) sell, transfer, convey or lease all or any substantial part of its assets other than any sale, transfer, conveyance or lease in the ordinary course of business or any sale or assignment of receivables except for (i) any such merger or consolidation, sale, transfer, conveyance, lease or assignment of any wholly owned Subsidiary into, with or to any other wholly owned Subsidiary (so long as, if such action involves an Account Party, the Account Party is the surviving or RenRecontinuing entity) or RenRe (so long as RenRe is the surviving or continuing entity), (ii) purchases or acquisitions which comply with Section 6.2 provided (x) no Default or Event of Default has occurred and is continuing or would result therefrom and (y) the purchase price for any single purchase or acquisition does not exceed 50% of Tangible Net Worth of RenRe as of the date of such purchase or acquisition and (z) the aggregate purchase price of all purchases and acquisitions after the Restatement Effective Date does not exceed 100% of Tangible Net Worth of RenRe as of the Restatement Effective Date and (iii) sales of assets and Equity Interests of Subsidiaries that are not Material Subsidiaries, provided no Default or Event of Default has occurred and is continuing.

Mergers, Consolidations and Sales. The Credit Parties will not, and will not permit or cause any of their Subsidiaries to, (a) merge or consolidate, or purchase or otherwise acquire all or substantially all of the assets of or Equity Interests in, any other Person (other than a newly formed Subsidiary or the acquisition of a Subsidiary which complies with clause (b)(ii) of this Section 6.3 SECTION 6.03 or the acquisition of shares of a Subsidiary held by minority shareholders), or (b) sell, transfer, convey or lease all or any substantial part of its assets other than any sale, transfer, conveyance or lease in the ordinary course of business or any sale or assignment of receivables except for (i) any such merger or consolidation, sale, transfer, conveyance, lease or assignment of any wholly owned Subsidiary into, with or to any other wholly owned Subsidiary or RenReSubsidiary, (ii) purchases or acquisitions which comply with Section 6.2 SECTION 6.02 provided (x) no Default or Event of Default has occurred and is continuing or would result therefrom and (y) the purchase price for any single purchase or acquisition does not exceed 50% of Consolidated Tangible Net Worth of RenRe as of the date of such purchase or acquisition and (z) the aggregate purchase price of all purchases and acquisitions after the Restatement Effective Date does not exceed 100% of Consolidated Tangible Net Worth of RenRe as of the Restatement Effective Date and (iii) sales of assets and Equity Interests of Subsidiaries that are not Material Subsidiaries, provided no Default or Event of Default has occurred and is continuing.