Common use of Mergers, Consolidations, Disposal of Assets, Etc Clause in Contracts

Mergers, Consolidations, Disposal of Assets, Etc. The Borrower will not, nor will it permit any Subsidiary to, (1) merge into or amalgamate or consolidate with any other Person, or permit any other Person to merge into or amalgamate or consolidate with it, or (2) Dispose of (in one transaction or in a series of transactions) all or substantially all of the Property, or all or substantially all of the stock or other ownership interests of the Borrower’s Subsidiaries (in each case, whether now owned or hereafter acquired), in each case of the Borrower and its Subsidiaries when taken as a whole, or (3) liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Person (other than the Borrower) may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its Property to the Borrower or to another Subsidiary and (iv) the stock or Property of any Subsidiary may be sold, and any Subsidiary may be liquidated or dissolved, if the Borrower determines in good faith that such sale, liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders. Notwithstanding the foregoing, neither the consummation of the Acquisition nor the consummation of any transaction in connection therewith as contemplated by the Acquisition Documents (as may be amended or modified in accordance with Section 6.11(b)) shall constitute a breach of this Section 7.02(a).

Mergers, Consolidations, Disposal of Assets, Etc. The Borrower will not, nor will it permit any Subsidiary of its Material Subsidiaries to, (1) merge into or amalgamate or consolidate with any other Person, or permit any other Person to merge into or amalgamate or consolidate with it, or (2) Dispose sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the Property, its assets or all or substantially all of the stock or other ownership interests Equity Interests of the Borrower’s any of its Material Subsidiaries (in each case, whether now owned or hereafter acquired), in each case of the Borrower and its Subsidiaries when taken as a whole, or (3) liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have has occurred and be continuing is continuing, (i) any Person Material Subsidiary may merge into the Borrower or any other Designated Party in a transaction in which the Borrower or such Designated Party, as the case may be, is the surviving corporationentity (provided that (x) in any such transaction involving the Borrower, the Borrower shall be the surviving entity and (y) in any such transaction involving two Designated Parties (but not the Borrower) either Designated Party may be the surviving entity); (ii) any Material Subsidiary may merge into any Person (other than the Borrowera Designated Party) may merge into any Subsidiary in a transaction in which the surviving entity is a SubsidiaryMaterial Subsidiary (provided that if such Material Subsidiary was a Designated Party immediately prior to such transaction, such surviving entity shall be deemed to be a Designated Party); and (iii) any Material Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its Property assets to the Borrower or to another Subsidiary and (iv) the stock or Property of any Subsidiary may be sold, and any Subsidiary may be liquidated or dissolved, if the Borrower determines in good faith that such sale, liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders. Notwithstanding the foregoing, neither the consummation of the Acquisition nor the consummation of any transaction in connection therewith as contemplated by the Acquisition Documents (as may be amended or modified in accordance with Section 6.11(b)) shall constitute a breach of this Section 7.02(a)Subsidiary.”

Mergers, Consolidations, Disposal of Assets, Etc. The Borrower will not, nor will it permit any Subsidiary of its Material Subsidiaries to, (1) merge into or amalgamate or consolidate with any other Person, or permit any other Person to merge into or amalgamate or consolidate with it, or (2) Dispose sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the Property, its assets or all or substantially all of the stock or other ownership interests Equity Interests of the Borrower’s any of its Material Subsidiaries (in each case, whether now owned or hereafter acquired), in each case of the Borrower and its Subsidiaries when taken as a whole, or (3) liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have has occurred and be continuing is continuing, (i) any Person Material Subsidiary may merge into the Borrower or any other Designated Party in a transaction in which the Borrower or such Designated Party, as the case may be, is the surviving corporationentity (provided that (x) in any such transaction involving the Borrower, the Borrower shall be the surviving entity and (y) in any such transaction involving two Designated Parties (but not the Borrower) either Designated Party may be the surviving entity); (ii) any Person (other than the Borrower) Material Subsidiary may merge with or into any Subsidiary Person in a transaction in which the surviving entity is a SubsidiaryMaterial Subsidiary (provided that if such Material Subsidiary was a Designated Party immediately prior to such transaction, such surviving entity shall be deemed to be a Designated Party); and (iii) any Material Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its Property assets to the Borrower or to another Subsidiary and (iv) the stock or Property of any Subsidiary may be sold, and any Subsidiary may be liquidated or dissolved, if the Borrower determines in good faith that such sale, liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders. Notwithstanding the foregoing, neither the consummation of the Acquisition nor the consummation of any transaction in connection therewith as contemplated by the Acquisition Documents (as may be amended or modified in accordance with Section 6.11(b)) shall constitute a breach of this Section 7.02(a)Subsidiary.

Mergers, Consolidations, Disposal of Assets, Etc. The Such Borrower will not, nor will it permit any Subsidiary of its Major Subsidiaries to, (1) merge into or amalgamate or consolidate with any other Person, or permit any other Person to merge into or amalgamate or consolidate with it, or (2) Dispose sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the Propertyits assets, or all or substantially all of the stock or other ownership interests of the Borrower’s any of its Major Subsidiaries (in each case, whether now owned or hereafter acquired), in each case of the Borrower and its Subsidiaries when taken as a whole, or (3) liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Person Major Subsidiary may merge into the Borrower WAMU in a transaction in which the Borrower WAMU is the surviving corporation, (ii) any Person (other than the Borrower) Major Subsidiary may merge into any Subsidiary of WAMU in a transaction in which the surviving entity is a Subsidiarywholly owned Subsidiary of WAMU, (iii) any Major Subsidiary may sell, transfer, lease or otherwise dispose of its Property assets to the Borrower WAMU or to another wholly owned Subsidiary of WAMU and (iv) the stock such Borrower or Property any Major Subsidiary of such Borrower may merge or consolidate with any Subsidiary may be sold, and any Subsidiary may be liquidated or dissolved, other Person if the Borrower determines in good faith that such sale, liquidation or dissolution is (x) in the best interests case of a merger or consolidation of such Borrower, such Borrower is the surviving corporation and, in any other case, the surviving corporation is, after giving effect to such merger or consolidation, a wholly owned Subsidiary of such Borrower and is not materially disadvantageous to the Lenders. Notwithstanding the foregoing, neither the consummation of the Acquisition nor the consummation of any transaction in connection therewith as contemplated by the Acquisition Documents (as may be amended or modified in accordance with Section 6.11(b)y) shall constitute a breach of this Section 7.02(a)after giving effect thereto no Default would exist hereunder.

Mergers, Consolidations, Disposal of Assets, Etc. The Borrower will not, nor will it permit any Subsidiary of its Major Subsidiaries to, (1) merge into or amalgamate or consolidate with any other Person, or permit any other Person to merge into or amalgamate or consolidate with it, or (2) Dispose sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the Propertyits assets, or all or substantially all of the stock or other ownership interests of the Borrower’s any of its Major Subsidiaries (in each case, whether now owned or hereafter acquired), in each case of the Borrower and its Subsidiaries when taken as a whole, or (3) liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Person Major Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Person (other than the Borrower) Major Subsidiary may merge into any Subsidiary of the Borrower in a transaction in which the surviving entity is a Subsidiarywholly owned Subsidiary of the Borrower, (iii) any Major Subsidiary may sell, transfer, lease or otherwise dispose of its Property assets to the Borrower or to another wholly owned Subsidiary of the Borrower and (iv) the stock Borrower or Property any Major Subsidiary of any Subsidiary may be sold, and any Subsidiary may be liquidated or dissolved, if the Borrower determines in good faith that such sale, liquidation may merge or dissolution is consolidate with any other Person if (x) in the best interests case of a merger or consolidation of the Borrower, the Borrower is the surviving corporation and, in any other case, the surviving corporation is, after giving effect to such merger or consolidation, a wholly owned Subsidiary of the Borrower and is not materially disadvantageous to the Lenders(y) after giving effect thereto no Default would exist hereunder. Notwithstanding the foregoing, neither the consummation of the Acquisition nor the consummation of any transaction in connection therewith as contemplated by the Acquisition Documents (as may be amended or modified in accordance with Section 6.11(b)) shall constitute a breach of this Section 7.02(a).Credit Agreement

Mergers, Consolidations, Disposal of Assets, Etc. The Borrower will not, nor will it permit any Subsidiary of its Material Subsidiaries to, (1) merge into or amalgamate or consolidate with any other Person, or permit any other Person to merge into or amalgamate or consolidate with it, or (2) Dispose sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the Property, its assets or all or substantially all of the stock or other ownership interests Equity Interests of the Borrower’s any of its Material Subsidiaries (in each case, whether now owned or hereafter acquired), in each case of the Borrower and its Subsidiaries when taken as a whole, or (3) liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have has occurred and be continuing is continuing, (i) any Person Material Subsidiary may merge into the Borrower or any other Loan Party in a transaction in which the Borrower or such Loan Party, as the case may be, is the surviving corporationentity (provided that (x) in any such transaction involving the Borrower, the Borrower shall be the surviving entity and (y) in any such transaction involving two Loan Parties (but not the Borrower) either Loan Party may be the surviving entity); (ii) any Material Subsidiary may merge into any Person (other than the Borrowera Loan Party) may merge into any Subsidiary in a transaction in which the surviving entity is a SubsidiaryMaterial Subsidiary (provided that if such Material Subsidiary was a Loan Party immediately prior to such transaction, such surviving entity shall be deemed to be a Loan Party); and (iii) any Material Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its Property assets to the Borrower or to another Subsidiary and (iv) Subsidiary, provided that in a transaction in which the stock selling or Property of any Subsidiary may disposing entity is a Loan Party, the purchaser thereof shall be sold, and any Subsidiary may be liquidated or dissolved, if the Borrower determines in good faith that such sale, liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders. Notwithstanding the foregoing, neither the consummation of the Acquisition nor the consummation of any transaction in connection therewith as contemplated by the Acquisition Documents (as may be amended or modified in accordance with Section 6.11(b)) shall constitute a breach of this Section 7.02(a)another Loan Party.