Mergers, Consolidations and Sales. (a) The U.S. Borrower shall not be a party to any Merger; provided, however, that the foregoing shall not apply to nor operate to prevent a Merger if, immediately after giving effect to such Merger, no Default or Event of Default exists and (i) the U.S. Borrower is the continuing and surviving Person or (ii) if the U.S. Borrower is not the continuing and surviving Person, (A) the U.S. Borrower (x) provides the Administrative Agent, the Lenders and the L/C Issuers at least ten (10) Business Days’ advance written notice prior to such Merger and (y) uses its reasonable best efforts to deliver to the Administrative Agent, the Lenders and the L/C Issuers all documentation and other information regarding such continuing and surviving Person requested by the Administrative Agent, the Lenders and the L/C Issuers in writing at least seven (7) Business Days prior to the such Merger for purposes of ensuring compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, not fewer than two (2) Business Days prior to such Merger and (B) if the continuing and surviving Person is not a Domestic Subsidiary (prior to giving effect to such transaction or related series of transactions) (w) the continuing and surviving Person is organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, (x) immediately prior to such Merger, the continuing and surviving Person (I) is not an operating company, (II) does not hold any equity interests, directly or indirectly, in any operating company and (III) is not owned or controlled, directly or indirectly, by any operating company, in the case of subclauses (I), (II) and (III), other than the U.S. Borrower and its Subsidiaries (prior to giving effect to such transaction or related series of transactions), (y) such Merger is not part of any acquisition transaction involving an operating company other than the U.S. Borrower and its Subsidiaries (prior to giving effect to such transaction or related series of transactions) and (z) the continuing and surviving Person delivers a written instrument reasonably satisfactory to the Administrative Agent confirming its assumption of all of the Obligations of the U.S. Borrower; (b) The Canadian Borrower shall not be a party to any Merger; provided, however, that the foregoing shall not apply to nor operate to prevent (i) a Merger by the Canadian Borrower with the U.S. Borrower where the U.S. Borrower is the continuing and surviving Person, (ii) a Merger of the Canadian Borrower with a Subsidiary after giving effect to which, a Wholly-Owned Subsidiary shall be the continuing and surviving Person and (iii) a Merger of the Canadian Borrower with any other Person after giving effect to which the Canadian Borrower or any other Wholly-Owned Subsidiary is the surviving and continuing Person; provided that, in each case, the amalgamated or continuing and surviving Person resulting from such transaction (x) is organized and existing under the laws of Canada or any province or territory thereof, the United States of America or any state thereof or the District of Columbia and (y) shall deliver a written confirmation to the Administrative Agent confirming that it is subject to all of the Obligations of the Canadian Borrower hereunder;
Appears in 2 contracts
Samples: Credit Agreement (J M SMUCKER Co), Revolving Credit Agreement (J M SMUCKER Co)
Mergers, Consolidations and Sales. (a) The U.S. Borrower Borrowers and Hub Partnerships shall not not, nor shall the Public Hub Company permit any Subsidiary to, be a party to any Mergermerger or consolidation, or sell, transfer, lease or otherwise dispose of all or any substantial part of its Property in a single transaction or series of related transactions, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; providedPROVIDED, howeverHOWEVER, that the foregoing this Section shall not apply to nor operate to prevent the following:
(a) any member of the Hub Group may sell its inventory in the ordinary course of its business;
(b) any member of the Hub Group may sell or otherwise dispose of obsolete and worn out equipment in the ordinary course of its business; and
(c) any Subsidiary may consolidate with or merge into a Merger ifBorrower or a Guarantor so long as:
(i) in the case of such a transaction involving a Borrower, (1) a Borrower is the surviving or continuing corporation and (2) the net worth of such Borrower will not be reduced immediately after giving effect to such Mergertransaction;
(ii) subject to the provisions of clause (i) above, in the case of such a transaction involving a Guarantor, (1) a Guarantor is the surviving or continuing corporation, (2) the Borrowers own, both legally and beneficially, at least the same percentage equity interest in such Guarantor after any such event as the Borrowers did immediately prior to the consummation of such event, (3) the net worth of such Guarantor will not be reduced immediately after giving effect to such transaction and (4) the Lenders' right of recovery on such Guarantor's Guaranty Agreement is not limited by its terms or if limited, equals the sum (if applicable) of the limits on the rights of recovery on each Guaranty Agreement (if any) of the parties to such merger or consolidation;
(iii) at the time of such merger or consolidation and immediately after giving effect thereto, no Default or Event of Default exists shall occur or be continuing;
(iv) no litigation shall be pending or threatened which challenges the validity or propriety of such merger or consolidation;
(v) the Agent shall have received a certificate from the President or chief financial officer of the Public Hub Company confirming that the foregoing conditions set forth in subsection (c) have been satisfied and such other assurances as the Agent or Required Lenders shall in good faith require to confirm that such conditions have been satisfied; and
(vi) such merger or consolidation shall have no material adverse effect on (i) the U.S. Borrower is financial condition, Properties, business or operations of the continuing and surviving Person Public Hub Company or the Hub Group taken as a whole, (ii) if the U.S. ability of any Borrower is not or Guarantor to perform its obligations under the continuing and surviving Person, Loan Documents or (Aiii) the U.S. Borrower validity or enforceability of any of the Loan Documents or the rights or remedies of the Agent or any Lender thereunder;
(xd) provides any Hub Partnership which is a Guarantor may transfer all its assets to any Wholly-Owned Subsidiary, whether or not in connection with the Administrative Agentdissolution of such Hub Partnership, PROVIDED that
(i) at the Lenders time of such transfer and the L/C Issuers at least ten (10) Business Days’ advance written notice prior to such Merger and (y) uses its reasonable best efforts to deliver to the Administrative Agent, the Lenders and the L/C Issuers all documentation and other information regarding such continuing and surviving Person requested by the Administrative Agent, the Lenders and the L/C Issuers in writing at least seven (7) Business Days prior to the such Merger for purposes of ensuring compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, not fewer than two (2) Business Days prior to such Merger and (B) if the continuing and surviving Person is not a Domestic Subsidiary (prior to immediately after giving effect to thereto, no Default or Event of Default shall occur or be continuing;
(ii) the transferee in such transaction or related series immediately after giving effect thereto shall have a net worth not less than the net worth of transactions) (w) the continuing and surviving Person is organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, (x) such Guarantor immediately prior to such Merger, the continuing and surviving Person (I) is not an operating company, (II) does not hold any equity interests, directly or indirectly, in any operating company and (III) is not owned or controlled, directly or indirectly, by any operating company, in the case of subclauses (I), (II) and (III), other than the U.S. Borrower and its Subsidiaries (prior to giving effect to such transaction or related series of transactions), (y) such Merger is not part of any acquisition transaction involving an operating company other than the U.S. Borrower and its Subsidiaries (prior to giving effect to such transaction or related series of transactions) and (z) the continuing and surviving Person delivers a written instrument reasonably satisfactory to the Administrative Agent confirming its assumption of all of the Obligations of the U.S. Borrowertransfer;
(biii) The Canadian Borrower such transferee is a Guarantor;
(iv) no litigation shall not be pending or threatened which challenges the validity or propriety of such transfer;
(v) the Agent shall have received a party to any Merger; provided, however, certificate from the President or chief financial officer of the Public Hub Company confirming that the foregoing conditions set forth in this subsection (d) have been satisfied and such other assurances as the Agent or Required Lenders shall not apply in good faith require to nor operate to prevent confirm that such conditions have been satisfied;
(vi) such transfer shall have no material adverse effect on (i) the financial condition, Properties, business or operations of the Public Hub Company or the Hub Group taken as a Merger by the Canadian Borrower with the U.S. Borrower where the U.S. Borrower is the continuing and surviving Personwhole, (ii) a Merger the ability of any Borrower or Guarantor to perform its obligations under the Loan Documents or (iii) the validity or enforceability of any of the Canadian Loan Documents or the rights or remedies of the Agent or any Lender thereunder; and
(e) any Borrower with a Subsidiary after giving effect may transfer its assets to which, a another Borrower and any Wholly-Owned Subsidiary shall be the continuing and surviving Person and (iii) which is a Merger of the Canadian Borrower with Guarantor may transfer its assets to any other Person after giving effect to which the Canadian Borrower or any other another Wholly-Owned Subsidiary is the surviving and continuing Person; provided thatSubsidiary. Any sale, in each case, the amalgamated lease or continuing and surviving Person resulting from such transaction (x) is organized and existing under the laws other disposition of Canada 15% or any province or territory thereof, the United States of America or any state thereof or the District of Columbia and (y) shall deliver a written confirmation to the Administrative Agent confirming that it is subject to all more of the Obligations total assets of any Borrower shall be deemed "SUBSTANTIAL" for the Canadian Borrower hereunder;foregoing purposes.
Appears in 1 contract
Samples: Credit Agreement (Hub Group Inc)
Mergers, Consolidations and Sales. (a) The U.S. Borrower shall not be a party to any Merger; provided, however, that the foregoing shall not apply to nor operate to prevent a Merger if, immediately after giving effect to such Merger, no Default or Event of Default exists and (i) the U.S. Borrower is the continuing and surviving Person or (ii) if the U.S. Borrower is not the continuing and surviving Person, (A) the U.S. Borrower (x) provides the Administrative Agent, Agent and the Lenders and the L/C Issuers at least ten (10) Business Days’ advance written notice prior to such Merger and (y) uses its reasonable best efforts to deliver to the Administrative Agent, Agent and the Lenders and the L/C Issuers all documentation and other information regarding such continuing and surviving Person requested by the Administrative Agent, Agent and the Lenders and the L/C Issuers in writing at least seven (7) Business Days prior to the such Merger for purposes of ensuring compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, not fewer than two (2) Business Days prior to such Merger and (B) if the continuing and surviving Person is not a Domestic Subsidiary (prior to giving effect to such transaction or related series of transactions) (w) the continuing and surviving Person is organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, (x) immediately prior to such Merger, the continuing and surviving Person (I) is not an operating company, (II) does not hold any equity interests, directly or indirectly, in any operating company and (III) is not owned or controlled, directly or indirectly, by any operating company, in the case of subclauses (I), (II) and (III), other than the U.S. Borrower and its Subsidiaries (prior to giving effect to such transaction or related series of transactions), (y) such Merger is not part of any acquisition transaction involving an operating company other than the U.S. Borrower and its Subsidiaries (prior to giving effect to such transaction or related series of transactions) and (z) the continuing and surviving Person delivers a written instrument reasonably satisfactory to the Administrative Agent confirming its assumption of all of the Obligations of the U.S. Borrower;
(b) [reserved];
(c) [reserved];
(d) The Canadian Borrower shall not be not, nor shall it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of all or substantially all of the Property of the Borrower and its Subsidiaries, taken as a party to any Mergerwhole; provided, however, that the foregoing shall not apply to nor operate to prevent (i) a Merger by the Canadian Borrower with the U.S. Borrower where the U.S. Borrower is the continuing any such sale, transfer, lease or other disposition so long as no Default or Event of Default exists prior to and surviving Person, (ii) a Merger of the Canadian Borrower with a Subsidiary immediately after giving effect to whichsuch sale, a Wholly-Owned Subsidiary shall be transfer or lease. Upon the continuing and surviving Person and (iii) consummation of a Merger of the Canadian Borrower with any other Person after giving effect that is permitted by Section 8.9 hereof and to which the Canadian Borrower or any other Wholly-Owned Subsidiary is a party but is not the surviving and or continuing Person; provided that, in each case, the successor Person formed by such Merger or into which the Borrower is merged, consolidated or amalgamated or continuing shall succeed to, and surviving Person resulting from such transaction (x) is organized be substituted for, and existing may exercise every right and power of, the Borrower hereunder and under the laws of Canada or any province or territory thereof, other Loan Documents with the United States of America or any state thereof or same effect as if such successor Person had been named as the District of Columbia Borrower herein and (y) the Borrower shall deliver a written confirmation to thereupon be released from all obligations hereunder and under the Administrative Agent confirming that it is subject to all of the Obligations of the Canadian Borrower hereunder;other Loan Documents.
Appears in 1 contract
Mergers, Consolidations and Sales. (a) The U.S. Borrower shall not be a party to any Merger; provided, however, that the foregoing shall not apply to nor operate to prevent a Merger if, immediately after giving effect to such Merger, no Default or Event of Default exists and (i) the U.S. Borrower is the continuing and surviving Person or (ii) if the U.S. Borrower is not the continuing and surviving Person, (A) the U.S. Borrower (x) provides the Administrative Agent, the Lenders and the L/C Issuers at least ten (10) Business Days’ advance written notice prior to such Merger and (y) uses its reasonable best efforts to deliver to the Administrative Agent, the Lenders and the L/C Issuers all documentation and other information regarding such continuing and surviving Person requested by the Administrative Agent, the Lenders and the L/C Issuers in writing at least seven (7) Business Days prior to the such Merger for purposes of 69 ensuring compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, not fewer than two (2) Business Days prior to such Merger and (B) if the continuing and surviving Person is not a Domestic Subsidiary (prior to giving effect to such transaction or related series of transactions) (w) the continuing and surviving Person is organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, (x) immediately prior to such Merger, the continuing and surviving Person (I) is not an operating company, (II) does not hold any equity interests, directly or indirectly, in any operating company and (III) is not owned or controlled, directly or indirectly, by any operating company, in the case of subclauses (I), (II) and (III), other than the U.S. Borrower and its Subsidiaries (prior to giving effect to such transaction or related series of transactions), (y) such Merger is not part of any acquisition transaction involving an operating company other than the U.S. Borrower and its Subsidiaries (prior to giving effect to such transaction or related series of transactions) and (z) the continuing and surviving Person delivers a written instrument reasonably satisfactory to the Administrative Agent confirming its assumption of all of the Obligations of the U.S. Borrower;
(b) The Canadian Borrower shall not be a party to any Merger; provided, however, that the foregoing shall not apply to nor operate to prevent (i) a Merger by the Canadian Borrower with the U.S. Borrower where the U.S. Borrower is the continuing and surviving Person, (ii) a Merger of the Canadian Borrower with a Subsidiary after giving effect to which, a Wholly-Owned Subsidiary shall be the continuing and surviving Person and (iii) a Merger of the Canadian Borrower with any other Person after giving effect to which the Canadian Borrower or any other Wholly-Owned Subsidiary is the surviving and continuing Person; provided that, in each case, the amalgamated or continuing and surviving Person resulting from such transaction (x) is organized and existing under the laws of Canada or any province or territory thereof, the United States of America or any state thereof or the District of Columbia and (y) shall deliver a written confirmation to the Administrative Agent confirming that it is subject to all of the Obligations of the Canadian Borrower hereunder;
Appears in 1 contract
Samples: Credit Agreement (J M SMUCKER Co)
Mergers, Consolidations and Sales. (a) The U.S. Borrower Borrowers and Hub Partnerships shall not not, nor shall the Public Hub Company permit any Subsidiary to, be a party to any Mergermerger or consolidation, or sell, transfer, lease or otherwise dispose of all or any substantial part of its Property in a single transaction or series of related transactions, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (with or without recourse) any of its notes or accounts receivable; providedPROVIDED, howeverHOWEVER, that the foregoing this Section shall not apply to nor operate to prevent the following:
(a) any member of the Hub Group may sell its inventory in the ordinary course of its business;
(b) any member of the Hub Group may sell or otherwise dispose of obsolete and worn out equipment in the ordinary course of its business; and
(c) any Subsidiary may consolidate with or merge into a Merger ifBorrower or a Guarantor so long as:
(i) in the case of such a transaction involving a Borrower, (1) a Borrower is the surviving or continuing corporation and (2) the net worth of such Borrower will not be reduced immediately after giving effect to such Mergertransaction;
(ii) subject to the provisions of clause (i) above, in the case of such a transaction involving a Guarantor, (1) a Guarantor is the surviving or continuing corporation, (2) the Borrowers own, both legally and beneficially, at least the same percentage equity interest in such Guarantor after any such event as the Borrowers did immediately prior to the consummation of such event, (3) the net worth of such Guarantor will not be reduced immediately after giving effect to such transaction and (4) the Lenders' right of recovery on such Guarantor's Guaranty Agreement is not limited by its terms or if limited, equals the sum (if applicable) of the limits on the rights of recovery on each Guaranty Agreement (if any) of the parties to such merger or consolidation;
(iii) at the time of such merger or consolidation and immediately after giving effect thereto, no Default or Event of Default exists shall occur or be continuing;
(iv) no litigation shall be pending or threatened which challenges the validity or propriety of such merger or consolidation;
(v) the Agent shall have received a certificate from the President or chief financial officer of the Public Hub Company confirming that the foregoing conditions set forth in this subsection (c) have been satisfied and such other assurances as the Agent or Required Lenders shall in good faith require to confirm that such conditions have been satisfied; and
(vi) such merger or consolidation shall have no material adverse effect on (i) the U.S. Borrower is financial condition, Properties, business or operations of the continuing and surviving Person Public Hub Company or the Hub Group taken as a whole, (ii) if the U.S. ability of any Borrower is not or Guarantor to perform its obligations under the continuing and surviving Person, Loan Documents or (Aiii) the U.S. Borrower validity or enforceability of any of the Loan Documents or the rights or remedies of the Agent or any Lender thereunder; and
(xd) provides any Hub Partnership which is a Guarantor may transfer all its assets to any Wholly-Owned Subsidiary, whether or not in connection with the Administrative Agentdissolution of such Hub Partnership, PROVIDED that
(i) at the Lenders time of such transfer and the L/C Issuers at least ten (10) Business Days’ advance written notice prior to such Merger and (y) uses its reasonable best efforts to deliver to the Administrative Agent, the Lenders and the L/C Issuers all documentation and other information regarding such continuing and surviving Person requested by the Administrative Agent, the Lenders and the L/C Issuers in writing at least seven (7) Business Days prior to the such Merger for purposes of ensuring compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, not fewer than two (2) Business Days prior to such Merger and (B) if the continuing and surviving Person is not a Domestic Subsidiary (prior to immediately after giving effect to thereto, no Default or Event of Default shall occur or be continuing;
(ii) the transferee in such transaction or related series immediately after giving effect thereto shall have a net worth not less than the net worth of transactions) (w) the continuing and surviving Person is organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, (x) such Guarantor immediately prior to such Merger, the continuing and surviving Person (I) is not an operating company, (II) does not hold any equity interests, directly or indirectly, in any operating company and (III) is not owned or controlled, directly or indirectly, by any operating company, in the case of subclauses (I), (II) and (III), other than the U.S. Borrower and its Subsidiaries (prior to giving effect to such transaction or related series of transactions), (y) such Merger is not part of any acquisition transaction involving an operating company other than the U.S. Borrower and its Subsidiaries (prior to giving effect to such transaction or related series of transactions) and (z) the continuing and surviving Person delivers a written instrument reasonably satisfactory to the Administrative Agent confirming its assumption of all of the Obligations of the U.S. Borrowertransfer;
(biii) The Canadian Borrower such transferee is a Guarantor;
(iv) no litigation shall not be pending or threatened which challenges the validity or propriety of such transfer;
(v) the Agent shall have received a party to any Merger; provided, however, certificate from the President or chief financial officer of the Public Hub Company confirming that the foregoing conditions set forth in this subsection (d) have been satisfied and such other assurances as the Agent or Required Lenders shall not apply in good faith require to nor operate to prevent confirm that such conditions have been satisfied; and
(vi) such transfer shall have no material adverse effect on (i) the financial condition, Properties, business or operations of the Public Hub Company or the Hub Group taken as a Merger by the Canadian Borrower with the U.S. Borrower where the U.S. Borrower is the continuing and surviving Personwhole, (ii) a Merger the ability of any Borrower or Guarantor to perform its obligations under the Loan Documents or (iii) the validity or enforceability of any of the Canadian Loan Documents or the rights or remedies of the Agent or any Lender thereunder; and
(e) any Borrower with a Subsidiary after giving effect may transfer its assets to which, a another Borrower and any Wholly-Owned Subsidiary shall be the continuing and surviving Person and (iii) which is a Merger of the Canadian Borrower with Guarantor may transfer its assets to any other Person after giving effect to which the Canadian Borrower or any other another Wholly-Owned Subsidiary is the surviving and continuing Person; provided thatSubsidiary. Any sale, in each case, the amalgamated lease or continuing and surviving Person resulting from such transaction (x) is organized and existing under the laws other disposition of Canada 15% or any province or territory thereof, the United States of America or any state thereof or the District of Columbia and (y) shall deliver a written confirmation to the Administrative Agent confirming that it is subject to all more of the Obligations total assets of any Borrower shall be deemed "SUBSTANTIAL" for the Canadian Borrower hereunder;foregoing purposes.
Appears in 1 contract
Samples: Credit Agreement (Hub Group Inc)
Mergers, Consolidations and Sales. (a) The U.S. Borrower shall not be a party to any Merger; provided, however, that the foregoing shall not apply to nor operate to prevent a Merger if, immediately after giving effect to such Merger, no Default or Event of Default exists and (i) the U.S. Borrower is the continuing and surviving Person or (ii) if the U.S. Borrower is not the continuing and surviving Person, (A) the U.S. Borrower (x) provides the Administrative Agent, Agent and the Lenders and the L/C Issuers at least ten (10) Business Days’ advance written notice prior to such Merger and (y) uses its reasonable best efforts to deliver to the Administrative Agent, Agent and the Lenders and the L/C Issuers all documentation and other information regarding such continuing and surviving Person requested by the Administrative Agent, Agent and the Lenders and the L/C Issuers in writing at least seven (7) Business Days prior to the such Merger for purposes of ensuring compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, not fewer than two (2) Business Days prior to such Merger and (B) if the continuing and surviving Person is not a Domestic Subsidiary (prior to giving effect to such transaction or related series of transactions) (w) the continuing and surviving Person is organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, (x) immediately prior to such Merger, the continuing and surviving Person (I) is not an operating company, (II) does not hold any equity interests, directly or indirectly, in any operating company and (III) is not owned or controlled, directly or indirectly, by any operating company, in the case of subclauses (I), (II) and (III), other than the U.S. Borrower and its Subsidiaries (prior to giving effect to such transaction or related series of transactions), (y) such Merger is not 52 #92469623v14 52 part of any acquisition transaction involving an operating company other than the U.S. Borrower and its Subsidiaries (prior to giving effect to such transaction or related series of transactions) and (z) the continuing and surviving Person delivers a written instrument reasonably satisfactory to the Administrative Agent confirming its assumption of all of the Obligations of the U.S. Borrower;
(b) The Canadian Borrower shall not be not, nor shall it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of all or substantially all of the Property of the Borrower and its Subsidiaries, taken as a party to any Mergerwhole; provided, however, that the foregoing shall not apply to nor operate to prevent (i) a Merger by the Canadian Borrower with the U.S. Borrower where the U.S. Borrower is the continuing any such sale, transfer, lease or other disposition so long as no Default or Event of Default exists prior to and surviving Person, (ii) a Merger of the Canadian Borrower with a Subsidiary immediately after giving effect to whichsuch sale, a Wholly-Owned Subsidiary shall be transfer or lease. Upon the continuing and surviving Person and (iii) consummation of a Merger of the Canadian Borrower with any other Person after giving effect that is permitted by this Section 8.10 and to which the Canadian Borrower or any other Wholly-Owned Subsidiary is a party but is not the surviving and or continuing Person; provided that, in each case, the successor Person formed by such Merger or into which the Borrower is merged, consolidated or amalgamated or continuing shall succeed to, and surviving Person resulting from such transaction (x) is organized be substituted for, and existing may exercise every right and power of, the Borrower hereunder and under the laws of Canada or any province or territory thereof, other Loan Documents with the United States of America or any state thereof or same effect as if such successor Person had been named as the District of Columbia Borrower herein and (y) the Borrower shall deliver a written confirmation to thereupon be released from all obligations hereunder and under the Administrative Agent confirming that it is subject to all of the Obligations of the Canadian Borrower hereunder;other Loan Documents.
Appears in 1 contract
Samples: Credit Agreement (J M SMUCKER Co)
Mergers, Consolidations and Sales. (a) The U.S. Borrower shall not not, nor shall it permit any Subsidiary to, be a party to any Mergermerger, amalgamation, consolidation, arrangement or reorganization or sell, transfer, lease or otherwise dispose of all or any part of its Property, including any disposition of Property as part of a sale and leaseback transaction other than in the ordinary course of businessMerger; provided, however, that the this Sectionthe foregoing shall not apply to nor operate to prevent prevent: a Merger if, immediately after giving effect to such Merger, no Default or Event of Default exists and (i) the U.S. Borrower is the continuing and surviving Person or (ii) if the U.S. Borrower is not the continuing and surviving Person, (A) the U.S. Borrower (x) provides the Administrative Agent, Agent and the Lenders and the L/C Issuers at least ten (10) Business Days’ advance written notice prior to such Merger and (y) uses its reasonable best efforts to deliver to the Administrative Agent, Agent and the Lenders and the L/C Issuers all documentation and other information regarding such continuing and surviving Person requested by the Administrative Agent, Agent and the Lenders and the L/C Issuers in writing at least seven (7) Business Days prior to the such Merger for purposes of ensuring compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, not fewer than two (2) Business Days prior to such Merger and (B) if the continuing and surviving Person is not a Domestic Subsidiary (prior to giving effect to such transaction or related series of transactions) (w) the continuing and surviving Person is organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, (x) immediately prior to such Merger, the continuing and surviving Person (I) is not an operating company, (II) does not hold any equity interests, directly or indirectly, in any operating company and (III) is not owned or controlled, directly or indirectly, by any operating company, in the case of subclauses (I), (II) and (III), other than the U.S. Borrower and its Subsidiaries (prior to giving effect to such transaction or related series of transactions), (y) such Merger is not part of any acquisition transaction involving an operating company other than the U.S. Borrower and its Subsidiaries (prior to giving effect to such transaction or related series of transactions) and (z) the continuing and surviving Person delivers a written instrument reasonably satisfactory to the Administrative Agent confirming its assumption of all of the Obligations of the U.S. Borrower;
(b) The Canadian Borrower shall not be not, nor shall it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of all or substantially all of the Property of the Borrower and its Subsidiaries, taken as a party to any Mergerwhole; provided, however, that the foregoing shall not apply to nor operate to prevent (i) a Merger by the Canadian Borrower with the U.S. Borrower where the U.S. Borrower is the continuing any such sale, transfer, lease or other disposition so long as no Default or Event of Default exists prior to and surviving Person, (ii) a Merger of the Canadian Borrower with a Subsidiary immediately after giving effect to whichsuch sale, a Wholly-Owned Subsidiary shall be the continuing and surviving Person and (iii) a Merger of the Canadian Borrower with any other Person after giving effect to which the Canadian Borrower transfer or any other Wholly-Owned Subsidiary is the surviving and continuing Person; provided that, in each case, the amalgamated or continuing and surviving Person resulting from such transaction (x) is organized and existing under the laws of Canada or any province or territory thereof, the United States of America or any state thereof or the District of Columbia and (y) shall deliver a written confirmation to the Administrative Agent confirming that it is subject to all of the Obligations of the Canadian Borrower hereunder;lease.
Appears in 1 contract
Samples: Credit Agreement (J M SMUCKER Co)
Mergers, Consolidations and Sales. (a) The U.S. Borrower shall not be a party to any Merger; provided, however, that the foregoing shall not apply to nor operate to prevent a Merger if, immediately after giving effect to such Merger, no Default or Event of Default exists and (i) the U.S. Borrower is the continuing and surviving Person or (ii) if the U.S. Borrower is not the continuing and surviving Person, (A) the U.S. Borrower (x) provides the Administrative Agent, the Lenders and the L/C Issuers at least ten (10) Business Days’ advance written notice prior to such Merger and (y) uses its reasonable best efforts to deliver to the Administrative Agent, the Lenders and the L/C Issuers all documentation and other information regarding such continuing and surviving Person requested by the Administrative Agent, the Lenders and the L/C Issuers in writing at least seven (7) Business Days prior to the such Merger for purposes of ensuring compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, not fewer than two (2) Business Days prior to such Merger and (B) if the continuing and surviving Person is not a Domestic Subsidiary (prior to giving effect to such transaction or related series of transactions) (w) the continuing and surviving Person is organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, (x) immediately prior to such Merger, the continuing and surviving Person (I) is not an operating company, (II) does not hold any equity interests, directly or indirectly, in any operating company and (III) is not owned or controlled, directly or indirectly, by any operating company, in the case of subclauses (I), (II) and (III), other than the U.S. Borrower and its Subsidiaries (prior to giving effect to such transaction or related series of transactions), (y) such Merger is not part of any acquisition transaction involving an operating company other than the U.S. Borrower and its Subsidiaries (prior to giving effect to such transaction or related series of transactions) and (z) the continuing and surviving Person delivers a written instrument reasonably satisfactory to the Administrative Agent confirming its assumption of all of the Obligations of the U.S. Borrower;
(b) The Canadian Borrower shall not be a party to any Merger; provided, however, that the foregoing shall not apply to nor operate to prevent (i) a Merger by the Canadian Borrower with the U.S. Borrower where the U.S. Borrower is the continuing and surviving Person, (ii) a Merger of the Canadian Borrower with a Subsidiary after giving effect to which, a Wholly-Owned Subsidiary shall be the continuing and surviving Person and (iii) a Merger of the Canadian Borrower with any other Person after giving effect to which the Canadian Borrower or any other Wholly-Owned Subsidiary is the surviving and continuing Person; provided that, in each case, the amalgamated or continuing and surviving Person resulting from such transaction (x) is organized and existing under the laws of Canada or any province or territory thereof, the United States of America or any state thereof or the District of Columbia and (y) shall deliver a written confirmation to the Administrative Agent confirming that it is subject to all of the Obligations of the Canadian Borrower hereunder;
(c) No Designated Borrower shall be a party to any Merger; provided, however, that the foregoing shall not apply to nor operate to prevent (i) a Merger by a Designated Borrower with the U.S. Borrower where the U.S. Borrower is the continuing and surviving Person, (ii) a Merger of such Designated Borrower with a Subsidiary after giving effect to which, a Wholly-Owned Subsidiary that is a Domestic Subsidiary shall be the continuing and surviving Person and (iii) a Merger of such Designated Borrower with any other Person after giving effect to which such Designated Borrower or any other Wholly-Owned Subsidiary that is a Domestic Subsidiary is the surviving and continuing Person; provided that, in each case, the amalgamated or continuing and surviving Person resulting from such transaction shall deliver a written confirmation to the Administrative Agent confirming that it is subject to all of the Obligations of such Designated Borrower hereunder;
Appears in 1 contract
