Common use of Mergers, Consolidations and Sales Clause in Contracts

Mergers, Consolidations and Sales. Without SNB’s written consent, Borrower shall not, and not permit any of its Subsidiaries to, (i) merge or consolidate, or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or 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) of this Section 5.02(a) or the acquisition of shares of a Subsidiary held by minority shareholders), or (ii) in the case of any Subsidiary, issue capital stock to any person other than the Borrower, or (iii) sell, transfer, pledge, convey, repurchase, retire (except as required by applicable law) or otherwise grant an interest in any capital stock, or (iv) sell, transfer, pledge, convey, lease or otherwise convey an interest in all or any substantial part of its assets (including without limitation the capital stock of Subsidiaries) other than any sale, transfer, conveyance or lease in the ordinary course of business or any sale or assignment of receivables; except for (A) any such merger or consolidation of any direct wholly owned Subsidiary of the Borrower into, with or to Borrower or any other direct wholly owned Subsidiary, (B) purchases or acquisitions which otherwise comply with the terms hereof 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 10% of Net Worth 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 Effective Date does not exceed 20% of Net Worth minus all amounts which in accordance with GAAP would be characterized as intangible assets (including goodwill) and (C) sales of assets and capital stock of Subsidiaries that are not Material Subsidiaries, provided that as to (A), (B) and (C) above, no Default or Event of Default has occurred and is continuing.

Mergers, Consolidations and Sales. Without SNB’s written consent, Borrower shall notNot, and not permit any of its Subsidiaries to, (ia) merge or consolidate, or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or 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 (Bii) of this Section 5.02(a) 7.3 or the acquisition of shares of a Subsidiary held by minority shareholders), or (ii) in the case of any Subsidiary, issue capital stock to any person other than the Borrower, or (iiib) sell, transfer, pledge, convey, repurchase, retire (except as required by applicable law) convey or otherwise grant an interest in any capital stock, or (iv) sell, transfer, pledge, convey, lease or otherwise convey an interest in all or any substantial part substantially all of the assets of the Borrower and its assets (including without limitation the capital stock of Subsidiaries) , taken as a whole, other than any sale, transfer, conveyance or lease in the ordinary course of business or any sale or assignment of receivables; receivables except for (Ai) any such merger or consolidation consolidation, sale, transfer, conveyance, lease or assignment of (x) any direct wholly owned Subsidiary of or the Borrower into, with or to any other Person (provided, that (x) the surviving or continuing entity of any such merger or consolidation is the Borrower or any other direct wholly a wholly-owned SubsidiarySubsidiary of the Borrower, (By) if the Borrower is a party to such merger or consolidation, the surviving or continuing entity shall be the Borrower and (z) if a Guarantor is a party to such transaction, the surviving or continuing entity, if it is not the Borrower, expressly assumes the obligations of such Guarantor under the Guaranty) and (ii) purchases or acquisitions which otherwise comply with Section 6.9, provided, in the terms hereof provided case of clause (x) ii), 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 10% of Net Worth 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 Effective Date does not exceed 20% of Net Worth minus all amounts which in accordance with GAAP would be characterized as intangible assets (including goodwill) and (Ciii) sales of assets and capital stock and other ownership or profit interests (including partnership, member or trust interest therein) of Subsidiaries that are not Material Subsidiaries, provided that as to (A), (B) and (C) above, no Default or Event of Default has occurred and is continuing.

Mergers, Consolidations and Sales. Without SNB’s written consent, Borrower shall notNot, and not permit any of its Subsidiaries Subsidiary to, (ia) merge or consolidate, or ; (b) purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership or joint venture interest in, any other Person Person, provided that (other than a newly formed Subsidiary i) Max Bermuda may make any such purchase or the acquisition of a Subsidiary which complies with clause (B) of this Section 5.02(a) or the acquisition of shares of a Subsidiary held by minority shareholders), or (ii) in the case of any Subsidiary, issue capital stock to any person other than the Borrower, or (iii) sell, transfer, pledge, convey, repurchase, retire (except as required by applicable law) or otherwise grant an interest in any capital stock, or (iv) sell, transfer, pledge, convey, lease or otherwise convey an interest in all or any substantial part of its assets (including without limitation the capital stock of Subsidiaries) other than any sale, transfer, conveyance or lease in the ordinary course of business or any sale or assignment of receivables; except for provided (A) any such merger or consolidation of any direct wholly owned Subsidiary of the Borrower into, with or to Borrower or any other direct wholly owned Subsidiary, (B) purchases or acquisitions which otherwise comply with the terms hereof provided (x) no Default or Event of Default has occurred and is continuing or would result therefrom from such purchase or acquisition, (B) Max Bermuda provides the Lenders with a pro forma Compliance Certificate giving effect to such purchase or acquisition and (yC) (1) the purchase price for of any single purchase or acquisition does not exceed 10% of Net Worth 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) $75,000,000 and (z2) the aggregate purchase price of all such purchases and acquisitions after the Effective Date date hereof does not exceed 20% of Net Worth minus all amounts which in accordance with GAAP would be characterized as intangible assets (including goodwill) $250,000,000 and (Cii) sales Max U.S. Holdings and any of assets and capital stock of its Subsidiaries that are not Material Subsidiaries, may make any such purchase or acquisition provided that as to (A), (B) and (C) above, no Default or Event of Default has occurred and is continuingcontinuing or would result from such purchase or acquisition, (B) Max Bermuda provides the Lenders with a pro forma Compliance Certificate giving effect to such purchase or acquisition and (C) (1) the purchase price of any single purchase or acquisition does not exceed $25,000,000 and (2) the aggregate purchase price of all such purchases and acquisitions after the date hereof does not exceed $100,000,000; or (c) sell, transfer, convey or lease all or any substantial part of its assets, other than (i) any sale, transfer, conveyance or lease in the ordinary course of business, (ii) any sale or assignment of receivables, (iii) any sale, transfer, conveyance or lease not in the ordinary course of business provided the aggregate fair market value of all such sales, transfers, conveyances or leases after the date hereof does not exceed $75,000,000 and (iv) Total Return Equity Swaps permitted under Section 6.3(f). Notwithstanding the foregoing, (x) Max US Holdings may merge or consolidate with, purchase or otherwise acquire assets from and transfer assets to, any of its Subsidiaries, and (y) any Subsidiary of Max US Holdings may merge or consolidate with, purchase or otherwise acquire assets from and transfer assets to, Max US Holdings or any other Subsidiary of Max US Holdings.

Mergers, Consolidations and Sales. Without SNB’s written consent, Borrower shall notNot, and not permit any of its Subsidiaries to, (ia) merge or consolidate, or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or 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 (Bb)(ii) of this Section 5.02(a) 7.3 or the acquisition of shares of a Subsidiary held by minority shareholders), or (ii) in the case of any Subsidiary, issue capital stock to any person other than the Borrower, or (iiib) sell, transfer, pledge, convey, repurchase, retire (except as required by applicable law) convey or otherwise grant an interest in any capital stock, or (iv) sell, transfer, pledge, convey, lease or otherwise convey an interest in all or any substantial part of its assets (including without limitation the capital stock of Subsidiaries) other than any sale, transfer, conveyance or lease in the ordinary course of business or any sale or assignment of receivables; receivables except for (Ai) any such merger or consolidation consolidation, sale, transfer, conveyance, lease or assignment of any direct wholly owned Subsidiary of the Borrower into, with or to Borrower or any other direct wholly owned Subsidiary, (Bii) purchases or acquisitions which otherwise comply with the terms hereof Section 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 1050% of Borrower Net Worth 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 proforma basis giving effect to such acquisition or purchase) and (z) the aggregate purchase price of all purchases and acquisitions after the Amendment Effective Date does not exceed 20100% of Borrower Net Worth 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) and (Ciii) sales of assets and 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 that as to (A), (B) and (C) above, no Default or Event of Default has occurred and is continuing.

Mergers, Consolidations and Sales. Without SNBthe Bank’s written consent, Borrower shall not, and not permit any of its Subsidiaries to, (i) merge or consolidate, or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or 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) of this Section 5.02(a) 6.1 or the acquisition of shares of a Subsidiary held by minority shareholders), or (ii) in the case of any Subsidiary, issue capital stock to any person other than the Borrower, or (iii) sell, transfer, pledge, convey, repurchase, retire (except as required by applicable law) or otherwise grant an interest in any capital stock, or (iv) sell, transfer, pledge, convey, lease or otherwise convey an interest in all or any substantial part of its assets (including without limitation the capital stock of Subsidiaries) other than any sale, transfer, conveyance or lease in the ordinary course of business or any sale or assignment of receivables; except for (A) any such merger or consolidation of any direct wholly owned Subsidiary of the Borrower into, with or to Borrower or any other direct wholly owned Subsidiary, (B) purchases or acquisitions which otherwise comply with the terms hereof 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 10% of Net Worth 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 Effective Date does not exceed 20% of Net Worth minus all amounts which in accordance with GAAP would be characterized as intangible assets (including goodwill) and (C) sales of assets and capital stock of Subsidiaries that are not Material Subsidiaries, provided that as to (A), (B) and (C) above, no Default or Event of Default has occurred and is continuing.

Mergers, Consolidations and Sales. Without SNB’s written consent, Borrower shall notNot, and not permit any of its Subsidiaries to, (ia) merge or consolidate, or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or 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 (Bii) of this Section 5.02(a) 7.3 or the acquisition of shares of a Subsidiary held by minority shareholders), or (ii) in the case of any Subsidiary, issue capital stock to any person other than the Borrower, or (iiib) sell, transfer, pledge, convey, repurchase, retire (except as required by applicable law) convey or otherwise grant an interest in any capital stock, or (iv) sell, transfer, pledge, convey, lease or otherwise convey an interest in all or any substantial part substantially all of the assets of the Borrower and its assets (including without limitation the capital stock of Subsidiaries) , taken as a whole, other than any sale, transfer, conveyance or lease in the ordinary course of business or any sale or assignment of receivables; receivables except for (Ai) any such merger or consolidation consolidation, sale, transfer, conveyance, lease or assignment of (x) any direct wholly owned Subsidiary of or the Borrower into, with or to any other Person (provided, that (x) the surviving or continuing entity of any such merger or consolidation is the Borrower or any other direct wholly a wholly-owned SubsidiarySubsidiary of the Borrower, (By) if the Borrower is a party to such merger or consolidation, the surviving or continuing entity shall be the Borrower and (z) if a Guarantor is a party to such transaction, the surviving or continuing entity, if it is not the Borrower, expressly assumes the obligations of such Guarantor under the Guaranty), (ii) purchases or acquisitions which otherwise comply with Section 6.9, provided, in the terms hereof provided case of clause (x) ii), 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 10% of Net Worth 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 Effective Date does not exceed 20% of Net Worth minus all amounts which in accordance with GAAP would be characterized as intangible assets (including goodwill) and (Ciii) sales of assets and capital stock and other ownership or profit interests (including partnership, member or trust interest therein) of Subsidiaries that are not Material Subsidiaries, provided that as to (A), (B) and (C) above, no Default or Event of Default has occurred and is continuing.

Mergers, Consolidations and Sales. Without SNB’s written consent, Borrower shall notNot, and not permit any of its Subsidiaries Subsidiary to, (ia) merge or consolidate, provided that any Subsidiary of the Borrower may merge, amalgamate or consolidate with any other Subsidiary of the Borrower so long as, if either such Subsidiary is a wholly owned Subsidiary of the Borrower, the surviving Person shall (or, in the case of an amalgamation, the amalgamated entity shall), after giving effect to such merger, amalgamation or consolidation, be a wholly owned Subsidiary of the Borrower, or (b) purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or any partnership or joint venture interest in, any other Person (other than a newly formed Subsidiary or provided that the acquisition of a Subsidiary which complies with clause (B) of this Section 5.02(a) or the acquisition of shares of a Subsidiary held by minority shareholders), or (ii) in the case of any Subsidiary, issue capital stock to any person other than the Borrower, or (iii) sell, transfer, pledge, convey, repurchase, retire (except as required by applicable law) or otherwise grant an interest in any capital stock, or (iv) sell, transfer, pledge, convey, lease or otherwise convey an interest in all or any substantial part of its assets (including without limitation the capital stock of Subsidiaries) other than any sale, transfer, conveyance or lease in the ordinary course of business or any sale or assignment of receivables; except for (A) any such merger or consolidation of any direct wholly owned Subsidiary of the Borrower into, with or to Borrower or any other direct wholly owned Subsidiary, (B) purchases Subsidiary thereof may make any such purchase or acquisitions which otherwise comply with the terms hereof acquisition provided (xi) no Default or Event of Default has occurred and is continuing or would result therefrom from such purchase or acquisition, (ii) the Borrower provides the Lenders with a pro forma Compliance Certificate giving effect to such purchase or acquisition and (yiii) (x) the purchase price for of any single purchase or acquisition does not exceed 10% of Net Worth 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) $75,000,000 and (zy) the aggregate purchase price of all such purchases and acquisitions after the Effective Date date hereof does not exceed 20% $250,000,000, or (c) sell, transfer, convey or lease all or any substantial part of Net Worth minus its assets, other than (i) any sale, transfer, conveyance or lease in the ordinary course of business, (ii) any sale or assignment of receivables, (iii) any sale, transfer, conveyance or lease not in the ordinary course of business provided the aggregate fair market value of all amounts which in accordance with GAAP would be characterized as intangible assets such sales, transfers, conveyances or leases after the date hereof does not exceed $75,000,000, (including goodwilliv) and (C) sales of assets and capital stock of Subsidiaries that are not Material Subsidiaries, provided that as to (ATotal Return Equity Swaps permitted under Section 6.2(f), (Bv) any Subsidiary of the Borrower may sell, transfer, convey or lease all or substantially all of its assets (upon voluntary liquidation or otherwise) to one of its Subsidiaries, the Borrower, or to any one or more wholly owned Subsidiaries of the Borrower, and (Cvi) above, no Default the Borrower or Event any wholly owned Subsidiary thereof may acquire all or substantially all of Default has occurred and is continuingthe assets of any Subsidiary of the Borrower.

Mergers, Consolidations and Sales. Without SNB’s written consent, Borrower shall notNot, and not permit any of its Subsidiaries to, (ia) merge or consolidate, or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or 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 (Bii) of this Section 5.02(a) 6.3 or the acquisition of shares of a Subsidiary held by minority shareholders), or (ii) in the case of any Subsidiary, issue capital stock to any person other than the Borrower, or (iiib) sell, transfer, pledge, convey, repurchase, retire (except as required by applicable law) convey or otherwise grant an interest in any capital stock, or (iv) sell, transfer, pledge, convey, lease or otherwise convey an interest in all or any substantial part of its assets (including without limitation the capital stock of Subsidiaries) other than any sale, transfer, conveyance or lease in the ordinary course of business or any sale or assignment of receivables; receivables except for (Ai) any such merger or consolidation consolidation, sale, transfer, conveyance, lease or assignment of (x) any direct wholly owned Subsidiary of the Borrower into, with or to Borrower or any other direct wholly owned SubsidiarySubsidiary or (y) any wholly owned Subsidiary into, with or to the Borrower (so long as the Borrower is the surviving or continuing entity), (Bii) purchases or acquisitions which otherwise comply with the terms hereof Section 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 1050% of Borrower Net Worth 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 Effective Date December 31, 2014 does not exceed 20100% of Borrower Net Worth 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) and (Ciii) sales of assets and capital stock and other ownership or profit interests (including partnership, member or trust interest therein) of Subsidiaries that are not Material Subsidiaries, provided that as to (A), (B) and (C) above, no Default or Event of Default has occurred and is continuing.

Mergers, Consolidations and Sales. Without SNB’s written consent, Borrower shall notNot, and not permit any of its Subsidiaries to, (ia) merge or consolidate, or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or 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 (Bb)(ii) of this Section 5.02(a) 7.3 or the acquisition of shares of a Subsidiary held by minority shareholders), or (ii) in the case of any Subsidiary, issue capital stock to any person other than the Borrower, or (iiib) sell, transfer, pledge, convey, repurchase, retire (except as required by applicable law) convey or otherwise grant an interest in any capital stock, or (iv) sell, transfer, pledge, convey, lease or otherwise convey an interest in all or any substantial part of its assets (including without limitation the capital stock of Subsidiaries) other than any sale, transfer, conveyance or lease in the ordinary course of business or any sale or assignment of receivables; receivables except for (Ai) any such merger or consolidation consolidation, sale, transfer, conveyance, lease or assignment of any direct wholly owned Subsidiary of the Borrower into, with or to Borrower or any other direct wholly owned Subsidiary, (Bii) purchases or acquisitions which otherwise comply with the terms hereof Section 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 1050% of Borrower Net Worth 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 Effective Date December 31, 2009 does not exceed 20100% of Borrower Net Worth 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) and (Ciii) sales of assets and capital stock and other ownership or profit interests (including partnership, member or trust interest therein) of Subsidiaries that are not Material Subsidiaries, provided that as to (A), (B) and (C) above, no Default or Event of Default has occurred and is continuing.

Mergers, Consolidations and Sales. Without SNB’s written consent, Borrower shall notNot, and not permit any of its Subsidiaries to, (ia) merge or consolidate, or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or 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 (Bii) of this Section 5.02(a) 7.3 or the acquisition of shares of a Subsidiary held by minority shareholders), or (ii) in the case of any Subsidiary, issue capital stock to any person other than the Borrower, or (iiib) sell, transfer, pledge, convey, repurchase, retire (except as required by applicable law) convey or otherwise grant an interest in any capital stock, or (iv) sell, transfer, pledge, convey, lease or otherwise convey an interest in all or any substantial part of its assets (including without limitation the capital stock of Subsidiaries) other than any sale, transfer, conveyance or lease in the ordinary course of business or any sale or assignment of receivables; receivables except for (Ai) any such merger or consolidation consolidation, sale, transfer, conveyance, lease or assignment of (x) any direct wholly owned Subsidiary of the Borrower into, with or to Borrower or any other direct wholly owned SubsidiarySubsidiary or (y) any wholly owned Subsidiary into, with or to the Borrower (so long as the Borrower is the surviving or continuing entity), (Bii) purchases or acquisitions which otherwise comply with the terms hereof Section 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 1050% of Borrower Net Worth 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 Effective Date December 31, 2011 does not exceed 20100% of Borrower Net Worth 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) and (Ciii) sales of assets and capital stock and other ownership or profit interests (including partnership, member or trust interest therein) of Subsidiaries that are not Material Subsidiaries, provided that as to (A), (B) and (C) above, no Default or Event of Default has occurred and is continuing.

Mergers, Consolidations and Sales. Without SNB’s written consent, The Borrower shall not, and not nor shall it permit any of its Subsidiaries Subsidiary to, (i) merge be a party to any merger or consolidateconsolidation, or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or 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) of this Section 5.02(a) or the acquisition of shares of a Subsidiary held by minority shareholders), or (ii) in the case of any Subsidiary, issue capital stock to any person other than the Borrower, or (iii) sell, transfer, pledge, convey, repurchase, retire (except as required by applicable law) or otherwise grant an interest in any capital stock, or (iv) sell, transfer, pledge, convey, lease or otherwise convey an interest in dispose of all or any substantial part of its assets Property, including any disposition of Property as part of a sale and leaseback transaction, or in any event sell or discount (including with or without limitation recourse) any of its notes or accounts receivable; provided, however, that this Section shall not apply to nor operate to prevent: (a) the capital stock of Subsidiaries) other than any sale, transfer, conveyance sale or lease of inventory in the ordinary course of business and the use or transfer of cash or cash equivalents by the Borrower or any sale of its Subsidiaries in the ordinary course of business; (b) the sale, transfer, lease or assignment other disposition of receivables; except for (A) any such merger or consolidation of any direct wholly owned Subsidiary Property of the Borrower into, and the Guarantor to one another; (c) the merger of any Subsidiary with or to and into the Borrower or any other direct wholly owned Guarantor, provided that, in the case of any merger involving the Borrower, the Borrower is the corporation surviving the merger; (d) the sale of delinquent notes or accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (e) the sale, transfer or other disposition of any Property that, in the reasonable business judgment of the Borrower or its Subsidiary, is no longer useful or economically practicable to maintain, in each case in the conduct of the business of the Borrower and the Subsidiaries taken as a whole, or has become obsolete or worn out, and which is disposed of in the ordinary course of business; (Bf) purchases the sale, transfer, lease or acquisitions which otherwise other disposition of Property of a Foreign Subsidiary to another Foreign Subsidiary; (g) dispositions, by means of trade-in, of equipment used in the ordinary course of business, so long as such equipment is replaced, substantially concurrently, by like-kind equipment in an effort to upgrade the facilities of the Borrower or any of its Subsidiaries; (h) leases or licenses as lessor or licensor of real or personal property in the ordinary course of business; (i) the sale, transfer, lease or other disposition of manufacturing equipment and Property related thereto with an aggregate fair market value of no greater than $1,000,000 by the Borrower or any Guarantor to a Foreign Subsidiary or by a Foreign Subsidiary to the Borrower or any Guarantor; (j) Investments by a Borrower or Guarantor in a Foreign Subsidiary permitted by Section 8.9; (k) transfers of equipment and inventory to consignees and outside processors in the ordinary course of business so long as (i) ownership of such goods is not transferred and (ii) such transfers comply with the terms hereof provided (x) no Default or Event of Default has occurred and is continuing or would result therefrom the Security Agreement; and (yl) the purchase price for sale, transfer, lease or other disposition of Property of the Borrower or any single purchase or acquisition does not exceed 10% of Net Worth minus all amounts which in accordance with GAAP would be characterized as intangible assets Subsidiary (including goodwillany disposition of Property as part of a sale and leaseback transaction) as aggregating for the Borrower and its Subsidiaries not more than $2,500,000 during any fiscal year 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 Effective Date does not exceed 20% of Net Worth minus all amounts which in accordance with GAAP would be characterized as intangible assets (including goodwill) and (C) sales of assets and capital stock of Subsidiaries that are not Material Subsidiaries, provided that as to (A), (B) and (C) above, no Default or Event of Default has occurred and is continuingBorrower.

Mergers, Consolidations and Sales. Without SNB’s written consent, Borrower shall notNot, and not permit any of its Subsidiaries to, (ia) merge or consolidate, or purchase or otherwise acquire all or substantially all of the assets or stock of any class of, or 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 (Bii) of this Section 5.02(a) 6.3 or the acquisition of shares of a Subsidiary held by minority shareholders), or (ii) in the case of any Subsidiary, issue capital stock to any person other than the Borrower, or (iiib) sell, transfer, pledge, convey, repurchase, retire (except as required by applicable law) convey or otherwise grant an interest in any capital stock, or (iv) sell, transfer, pledge, convey, lease or otherwise convey an interest in all or any substantial part of its assets (including without limitation the capital stock of Subsidiaries) other than any sale, transfer, conveyance or lease in the ordinary course of business or any sale or assignment of receivables; receivables except for (Ai) any such merger or consolidation consolidation, sale, transfer, conveyance, lease or assignment of (x) any direct wholly owned Subsidiary of the Borrower into, with or to Borrower or any other direct wholly owned SubsidiarySubsidiary (provided, that so long as if a Guarantor is a party to such transaction, the surviving or continuing 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), (Bii) purchases or acquisitions which otherwise comply with the terms hereof Section 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 1050% of Borrower Net Worth 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 Effective Date does not exceed 20% of Net Worth minus all amounts which in accordance with GAAP would be characterized as intangible assets (including goodwill) and (Ciii) sales of assets and capital stock and other ownership or profit interests (including partnership, member or trust interest therein) of Subsidiaries that are not Material Subsidiaries, provided that as to (A), (B) and (C) above, no Default or Event of Default has occurred and is continuing.