Mergers, Consolidations or Sales. Neither Holdings nor any of its Subsidiaries shall merge, amalgamate, reorganize, or consolidate, or consummate any Asset Disposition, or wind up, liquidate or dissolve, except: (a) transfers of condemned or expropriated property to the applicable Governmental Authority or agency that has condemned or expropriated the same (whether by deed in lieu of condemnation or otherwise), and transfers of properties that have been subject to a casualty to the applicable insurer of such property or its designee as part of an insurance settlement; (i) any Obligor or any Subsidiary of an Obligor, in each case excluding Holdings and the Company, may be merged or amalgamated with or into any Obligor that is domiciled and is resident in the same country as such Obligor or Subsidiary, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any such Obligor; provided, in the case of such a merger or amalgamation, the continuing or surviving Person shall be an Obligor (or, if Holdings or the Company is involved, Holdings or the Company, as the case may be); (ii) any Subsidiary that is not an Obligor may be merged or amalgamated with or into any other Subsidiary that is not an Obligor, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Subsidiary that is not an Obligor; and (iii) any Immaterial Subsidiary may be liquidated, wound up or dissolved; (c) Asset Dispositions pursuant to transactions permitted under Section 8.20; (d) Asset Dispositions of any Non-Core Business; and (e) Asset Dispositions not otherwise permitted by this Section 8.10 so long as (i) after giving effect thereto Combined Availability is at least 15% of the Combined Borrowing Base, (ii) such Asset Disposition is for consideration at least 75% of which is cash and (iii) before and after giving effect thereto, no Event of Default has occurred and is continuing; provided that in each case the Borrowers shall comply with Section 4.3(a) with respect to each such Asset Disposition.
Appears in 2 contracts
Samples: Credit Agreement (United Rentals North America Inc), Credit Agreement (United Rentals Inc /De)
Mergers, Consolidations or Sales. Neither Holdings nor any of its the Restricted Subsidiaries shall merge, amalgamate, reorganizemerge into, or consolidateconsolidate or amalgamate with, any other Person or permit any other Person to merge into or consolidate or amalgamate with it, or consummate any Asset Disposition, or wind up, liquidate or dissolve, except:
(a) transfers of condemned or expropriated property to the applicable Governmental Authority or agency that has condemned or expropriated the same (whether by deed in lieu of condemnation or otherwise), and transfers of properties that have been subject to a casualty to the applicable insurer of such property or its designee as part of an insurance settlement;
(i) any Obligor or any Restricted Subsidiary of an Obligor, in each case excluding Holdings and the Company, may be merged merged, consolidated or amalgamated with or into (x) (1) in the case of a Secured Obligor, any other Secured Obligor that is domiciled and is resident in the same country as such Secured Obligor, or any Secured Obligor that is a U.S. Obligor or (2) otherwise, any Obligor, (y) any other Person that is domiciled and is resident in the same country as such Obligor or Restricted Subsidiary or (z) any other Person if the Person formed by or surviving such merger, consolidation or amalgamation is domiciled and is resident in the same country as such Obligor or Restricted Subsidiary; provided, that (A) if Holdings is involved in such merger, consolidation or amalgamation, the continuing or surviving Person shall be Holdings, (B) if the Company is involved in such merger, consolidation or amalgamation, the continuing or surviving Person shall be (I) the Company or (II) a Person organized or existing under the laws of the United States, any state thereof, or the District of Columbia, and such Person expressly assumes all of the obligations of the Company under this Agreement and the other Loan Documents pursuant to a supplement or joinder to the Loan Documents in a form reasonably satisfactory to the Agent, and (C) in the case of such a merger, consolidation or amalgamation involving an Obligor, the continuing or surviving Person shall be an Obligor and (except to the extent such continuing or surviving Person is Holdings) a Wholly Owned Subsidiary of the Company (and, to the extent such continuing or surviving Person was not an Obligor prior to such merger, consolidation or amalgamation, it shall expressly assume all obligations as an Obligor under the Loan Documents pursuant to documentation reasonably satisfactory to the Agent);
(ii) any Obligor or any Restricted Subsidiary of an Obligor (in either case, other than Holdings and the Company) may be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any such Obligor; provided, in the case of such a merger or amalgamation, the continuing or surviving Person shall be an its direct parent Obligor (orbut in no case, if Holdings or the Company is involved, Holdings or the Company, as the case may beto Holdings);
(iiiii) any Restricted Subsidiary that is not an Obligor may be merged or amalgamated with or into any other Restricted Subsidiary that is not an Obligor, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Restricted Subsidiary that is not an Obligor; and
(iiiiv) any Immaterial Excluded Subsidiary may be liquidated, wound up or dissolved;
(c) Asset Dispositions pursuant to transactions permitted under Section 8.20;
(d) Asset Dispositions of any Non-Core Business; and
(ed) Asset Dispositions not otherwise permitted by this Section 8.10 8.5 so long as (i) after giving effect thereto Combined Availability is the Payment Conditions are satisfied, (ii)(x) the transferor receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least 15% equal to the Fair Market Value of the Combined Borrowing Base, shares or assets sold or otherwise disposed of and (iiy) such Asset Disposition is for consideration at least 75% of which consists of cash or Cash Equivalents; provided, however, that this limitation shall not apply to any Asset Disposition in which the cash or Cash Equivalent portion of the consideration received therefrom, determined in accordance with the foregoing clause (x), is cash equal to or greater than what the after-tax proceeds would have been had such Asset Disposition complied with the aforementioned 75% limitation, and (iii) before and after giving effect thereto, no Event of Default has occurred and is continuing; provided that in each the case of any Asset Disposition of Collateral having a Fair Market Value exceeding (A) $275,000,000 or (B) if after giving effect to such Asset Disposition on a pro forma basis Specified Availability is at least $1,000,000,000, $500,000,000, the Borrowers Agent shall comply have received an updated Borrowing Base Certificate giving effect to such Asset Disposition on a pro forma basis.
(e) For the purposes of Section 8.5(d), the following are deemed to be cash: (i) the assumption of Indebtedness of the Company or any Restricted Subsidiary to the extent the Company or such Restricted Subsidiary is released from all liability on payment of the principal amount of such Indebtedness in connection with Section 4.3(a) with respect to each such Asset Disposition, (ii) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition to the extent that the Company and each other Restricted Subsidiary are released in full from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Disposition, (iii) securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days, (iv) consideration consisting of Indebtedness of the Company or any Restricted Subsidiary (provided that such Indebtedness is not expressly subordinated in right of payment to the Obligations), (v) properties or assets that are used or useful in the business of the Company and the Restricted Subsidiaries conducted at such time or in businesses reasonably related thereto or Capital Stock of a Person, the principal portion of whose assets consist of such property or assets or (vi) any Designated Non-cash Consideration received by the Company or any of the Restricted Subsidiaries in an Asset Disposition; provided, however, that the aggregate Fair Market Value of all Designated Non-cash Consideration received and treated as cash pursuant to this clause is not to exceed, at any time, an aggregate amount outstanding equal to the greater of (x) $280,000,000 and (y) 3% of Consolidated Net Tangible Assets as of the date of the applicable Asset Disposition, without giving effect to changes in value subsequent to the receipt of such Designated Non-cash Consideration.
Appears in 1 contract
Samples: Credit Agreement (United Rentals North America Inc)
Mergers, Consolidations or Sales. Neither Holdings nor any of its the Restricted Subsidiaries shall merge, amalgamate, reorganizemerge into, or consolidateconsolidate or amalgamate with, any other Person or permit any other Person to merge into or consolidate or amalgamate with it, or consummate any Asset Disposition, or wind up, liquidate or dissolve, except:
(a) transfers of condemned or expropriated property to the applicable Governmental Authority or agency that has condemned or expropriated the same (whether by deed in lieu of condemnation or otherwise), and transfers of properties that have been subject to a casualty to the applicable insurer of such property or its designee as part of an insurance settlement;
(i) any Obligor or any Restricted Subsidiary of an Obligor, in each case excluding Holdings and the Company, may be merged merged, consolidated or amalgamated with or into (x) (1) in the case of a Secured Obligor, any other Secured Obligor that is domiciled and is resident in the same country as such Secured Obligor, or any Secured Obligor that is a U.S. Obligor or (2) otherwise, any Obligor, (y) any other Person that is domiciled and is resident in the same country as such Obligor or Restricted Subsidiary or (z) any other Person if the Person formed by or surviving such merger, consolidation or amalgamation is domiciled and is resident in the same country as such Obligor or Restricted Subsidiary; provided, that (A) if Holdings is involved in such merger, consolidation or amalgamation, the continuing or surviving Person shall be Holdings, (B) if the Company is involved in such merger, consolidation or amalgamation, the continuing or surviving Person shall be (I) the Company or (II) a Person organized or existing under the laws of the United States, any state thereof, or the District of Columbia, and such Person expressly assumes all of the obligations of the Company under this Agreement and the other Loan Documents pursuant to a supplement or joinder to the Loan Documents in a form reasonably satisfactory to the Agent, and (C) in the case of such a merger, consolidation or amalgamation involving an Obligor, the continuing or surviving Person shall be an Obligor and (except to the extent such continuing or surviving Person is Holdings) a Wholly Owned Subsidiary of the Company (and, to the extent such continuing or surviving Person was not an Obligor prior to such merger, consolidation or amalgamation, it shall expressly assume all obligations as an Obligor under the Loan Documents pursuant to documentation reasonably satisfactory to the Agent);
(ii) any Obligor or any Restricted Subsidiary of an Obligor (in either case, other than Holdings and the Company) may be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any such Obligor; provided, in the case of such a merger or amalgamation, the continuing or surviving Person shall be an its direct parent Obligor (orbut in no case, if Holdings or the Company is involved, Holdings or the Company, as the case may beto Holdings);
(iiiii) any Restricted Subsidiary that is not an Obligor may be merged or amalgamated with or into any other Restricted Subsidiary that is not an Obligor, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Restricted Subsidiary that is not an Obligor; and
(iiiiv) any Immaterial Excluded Subsidiary may be liquidated, wound up or dissolved;
(c) Asset Dispositions pursuant to transactions permitted under Section 8.20;
(d) Asset Dispositions of any Non-Core Business; and
(ed) Asset Dispositions not otherwise permitted by this Section 8.10 8.5 so long as (i) after giving effect thereto Combined Availability is the Payment Conditions are satisfied, (ii)(x) the transferor receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least 15% equal to the Fair Market Value of the Combined Borrowing Base, shares or assets sold or otherwise disposed of and (iiy) such Asset Disposition is for consideration at least 75% of which consists of cash or Cash Equivalents; provided, however, that this limitation shall not apply to any Asset Disposition in which the cash or Cash Equivalent portion of the consideration received therefrom, determined in accordance with the foregoing clause (x), is cash equal to or greater than what the after-tax proceeds would have been had such Asset Disposition complied with the aforementioned 75% limitation, and (iii) before and after giving effect thereto, no Event of Default has occurred and is continuing; provided that in each the case of any Asset Disposition of Collateral having a Fair Market Value exceeding (A) the Borrowers greater of (x) $331,000,000 and (y) 3% of Consolidated Net Tangible Assets as of the date of the applicable Asset Disposition or (B) if after giving effect to such Asset Disposition on a pro forma basis Specified Availability is at least $1,000,000,000, the greater of (x) $551,000,000 and (y) 5% of Consolidated Net Tangible Assets, the Agent shall comply have received an updated Borrowing Base Certificate giving effect to such Asset Disposition on a pro forma basis.
(e) For the purposes of Section 8.5(d), the following are deemed to be cash: (i) the assumption of Indebtedness of the Company or any Restricted Subsidiary to the extent the Company or such Restricted Subsidiary is released from all liability on payment of the principal amount of such Indebtedness in connection with Section 4.3(a) with respect to each such Asset Disposition, (ii) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition to the extent that the Company and each other Restricted Subsidiary are released in full from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Disposition, (iii) securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days, (iv) consideration consisting of Indebtedness of the Company or any Restricted Subsidiary (provided that such Indebtedness is not expressly subordinated in right of payment to the Obligations), (v) properties or assets that are used or useful in the business of the Company and the Restricted Subsidiaries conducted at such time or in businesses reasonably related thereto or Capital Stock of a Person, the principal portion of whose assets consist of such property or assets or (vi) any Designated Non-cash Consideration received by the Company or any of the Restricted Subsidiaries in an Asset Disposition; provided, however, that the aggregate Fair Market Value of all Designated Non-cash Consideration received and treated as cash pursuant to this clause is not to exceed, at any time, an aggregate amount outstanding equal to the greater of (x) $331,000,000 and (y) 3% of Consolidated Net Tangible Assets as of the date of the applicable Asset Disposition, without giving effect to changes in value subsequent to the receipt of such Designated Non-cash Consideration.
Appears in 1 contract
Samples: Credit Agreement (United Rentals North America Inc)
Mergers, Consolidations or Sales. Neither Holdings the Borrower nor any of its the Restricted Subsidiaries shall merge, amalgamate, reorganizemerge into, or consolidateconsolidate or amalgamate with, any other Person (or permit any other Person to merge into or consolidate or amalgamate with it), or consummate any Asset Disposition, or wind up, liquidate or dissolve, except:: 75 [[6024167]]
(a) transfers of condemned or expropriated property to the applicable Governmental Authority or agency that has condemned or expropriated the same (whether by deed in lieu of condemnation or otherwise), and transfers of properties that have been subject to a casualty to the applicable insurer of such property or its designee as part of an insurance settlement;; (b)
(i) any Obligor or any Restricted Subsidiary of an Obligor, in each case excluding Holdings and the Company, may be merged or amalgamated with or into (w) any Obligor Obligor, (x) any other Person that is domiciled and is resident in the same country as such Obligor or Restricted Subsidiary or (y) any other Person if the Person formed by or surviving such merger, consolidation or amalgamation is domiciled and is resident in the same country as such Obligor or Restricted Subsidiary; provided that (I) if the Borrower is involved in such merger, consolidation or amalgamation, the continuing or surviving Person shall be (1) the Borrower or (2) a Person organized or existing under the laws of the United States, any state thereof, or the District of Columbia, and such Person expressly assumes all of the obligations of the Borrower under this Agreement and the other Loan Documents pursuant to a supplement or joinder to the Loan Documents in a form reasonably satisfactory to the Agent, and (II) in the case of such a merger, consolidation or amalgamation involving an Obligor, the continuing or surviving Person shall be an Obligor and (except to the extent such continuing or surviving Person is Holdings) a Wholly-Owned Subsidiary of the Borrower (and, to the extent such continuing or surviving Person was not an Obligor prior to such merger, consolidation or amalgamation, it shall expressly assume all obligations as an Obligor under the Loan Documents pursuant to documentation reasonably satisfactory to the Agent); (ii) any Obligor or any Restricted Subsidiary of an Obligor (in either case, other than the Borrower) may be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any such Obligor; providedan Obligor or, in the case of such a merger or amalgamationany Restricted Subsidiary that is not an Obligor, the continuing or surviving Person shall be an Obligor any other Restricted Subsidiary; (or, if Holdings or the Company is involved, Holdings or the Company, as the case may be);
(iiiii) any Restricted Subsidiary that is not an Obligor may be merged or amalgamated with or into any other Restricted Subsidiary that is not an Obligor, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Restricted Subsidiary that is not an Obligor; and
and (iiiiv) any Immaterial Excluded Subsidiary may be liquidated, wound up or dissolved;
; (c) Asset Dispositions pursuant to transactions permitted under Section 8.20;
of any business which the Borrower determines is not an essential part of the rental business; and (d) Asset Dispositions of any Non-Core Business; and
(e) Asset Dispositions not otherwise permitted by this Section 8.10 9.4 so long as (i) after giving effect thereto Combined Availability is (x) the transferor receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least 15% equal to the Fair Market Value of the Combined Borrowing Base, shares or assets sold or otherwise disposed of and (iiy) such Asset Disposition is for consideration at least seventy-five percent (75% %) of which consists of cash or Cash Equivalents; provided, however, that this limitation shall not apply to any Asset Disposition in which the cash or Cash Equivalents portion, as applicable, of the consideration received therefrom, determined in accordance with the foregoing clause (x), is cash equal to or greater than what the after-tax proceeds would have been had such Asset Disposition complied with the aforementioned seventy-five percent (75%) limitation, and (iiiii) before and after giving effect thereto, no Event of Default has occurred and is continuing; provided that in each case the Borrowers shall comply with Section 4.3(a) with respect to each such Asset Disposition.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (United Rentals North America Inc)
Mergers, Consolidations or Sales. Neither Holdings the Company nor any of its the Restricted Subsidiaries shall merge, amalgamate, reorganizemerge into, or consolidateconsolidate or amalgamate with, any other Person or permit any other Person to merge into or consolidate or amalgamate with it, or consummate any Asset Disposition, or wind up, liquidate or dissolve, except:
(a) transfers of condemned or expropriated property to the applicable Governmental Authority or agency that has condemned or expropriated the same (whether by deed in lieu of condemnation or otherwise), and transfers of properties that have been subject to a casualty to the applicable insurer of such property or its designee as part of an insurance settlement;
(i) any Obligor or any Restricted Subsidiary of an Obligor, in each case excluding Holdings and the Company, may be merged merged, consolidated or amalgamated with or into (x) (1) in the case of a Secured Obligor, any other Secured Obligor that is organized, domiciled and is resident in the same country as such Secured Obligor, or any Secured Obligor that is a U.S. Obligor or (2) otherwise, any Obligor, (y) any other Person that is organized, domiciled and is resident in the same country as such Obligor or Restricted Subsidiary or (z) any other Person if the Person formed by or surviving such merger, consolidation or amalgamation is organized, domiciled and is resident in the same country as such Obligor or Restricted Subsidiary; provided that in the case of any merger, consolidation or amalgamation described in clauses (x), (y) or (z), (A) if the Company is involved in such merger, consolidation or amalgamation, the continuing or surviving Person shall be (I) the Company, or (II) a Person organized or existing under the laws of the United States, any state thereof, or the District of Columbia, and such Person expressly assumes all of the obligations of the Company under this Agreement and the other Loan Documents pursuant to a supplement or joinder to the Loan Documents in a form reasonably satisfactory to the Agent, (B) in the case of such a merger, consolidation or amalgamation involving an Obligor, the continuing or surviving Person shall be an Obligor and (except to the extent such continuing or surviving Person is the Company) a Wholly Owned Subsidiary of the Company (and, to the extent such continuing or surviving Person was not an Obligor prior to such merger, consolidation or amalgamation, it shall expressly assume all obligations as an Obligor under the Loan Documents pursuant to documentation reasonably satisfactory to the Agent) and (C) in the case of such a merger, consolidation or amalgamation involving a Restricted Subsidiary (other than an Obligor), the continuing or surviving Person shall be a Restricted Subsidiary and (except to the extent such continuing or surviving Person is the Company) a Wholly Owned Subsidiary of the Company;
(i) any Obligor or any Restricted Subsidiary of an Obligor (in either case, other than the Company) may be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any such its direct parent Obligor; provided, in the case of such a merger or amalgamation, the continuing or surviving Person shall be an Obligor (or, if Holdings or the Company is involved, Holdings or the Company, as the case may be);
(ii) any Restricted Subsidiary that is not an Obligor may be merged or amalgamated with or into any other Restricted Subsidiary that is not an Obligor, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Restricted Subsidiary that is not an Obligor; and
(iii) any Immaterial Excluded Subsidiary may be liquidated, wound up or dissolved;
(c) Asset Dispositions pursuant to transactions permitted under Section 8.20;
(d) Asset Dispositions of any Non-Core Business; and
(e) Asset Dispositions not otherwise permitted by this Section 8.10 so long as (i) after giving effect thereto Combined Availability is at least 15% of the Combined Borrowing Base, (ii) such Asset Disposition is for consideration at least 75% of which is cash and (iii) before and after giving effect thereto, no Event of Default has occurred and is continuing; provided that in each case the Borrowers shall comply with Section 4.3(a) with respect to each such Asset Disposition.
Appears in 1 contract
Samples: Credit Agreement (Herc Holdings Inc)
Mergers, Consolidations or Sales. Neither Holdings the Borrower nor any of its the Restricted Subsidiaries shall merge, amalgamate, reorganizemerge into, or consolidateconsolidate or amalgamate with, any other Person (or permit any other Person to merge into or consolidate or amalgamate with it), or consummate any Asset Disposition, or wind up, liquidate or dissolve, except:
(a) transfers of condemned or expropriated property to the applicable Governmental Authority or agency that has condemned or expropriated the same (whether by deed in lieu of condemnation or otherwise), and transfers of properties that have been subject to a casualty to the applicable insurer of such property or its designee as part of an insurance settlement;
(i) any Obligor or any Restricted Subsidiary of an Obligor, in each case excluding Holdings and the Company, may be merged or amalgamated with or into (w) any Obligor Obligor, (x) any other Person that is domiciled and is resident in the same country as such Obligor or Restricted Subsidiary or (y) any other Person if the Person formed by or surviving such merger, consolidation or amalgamation is domiciled and is resident in the same country as such Obligor or Restricted Subsidiary; provided that (I) if the Borrower is involved in such merger, consolidation or amalgamation, the continuing or surviving Person shall be (1) the Borrower or (2) a Person organized or existing under the laws of the United States, any state thereof, or the District of Columbia, and such Person expressly assumes all of the obligations of the Borrower under this Agreement and the other Loan Documents pursuant to a supplement or joinder to the Loan Documents in a form reasonably satisfactory to the Agent, and (II) in the case of such a merger, consolidation or amalgamation involving an Obligor, the continuing or surviving Person shall be an Obligor and (except to the extent such continuing or surviving Person is Holdings) a Wholly-Owned Subsidiary of the Borrower (and, to the extent such continuing or surviving Person was not an Obligor prior to such merger, consolidation or amalgamation, it shall expressly assume all obligations as an Obligor under the Loan Documents pursuant to documentation reasonably satisfactory to the Agent);
(ii) any Obligor or any Restricted Subsidiary of an Obligor (in either case, other than the Borrower) may be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any such Obligor; providedan Obligor or, in the case of such a merger or amalgamationany Restricted Subsidiary that is not an Obligor, the continuing or surviving Person shall be an Obligor (or, if Holdings or the Company is involved, Holdings or the Company, as the case may be)any other Restricted Subsidiary;
(iiiii) any Restricted Subsidiary that is not an Obligor may be merged or amalgamated with or into any other Restricted Subsidiary that is not an Obligor, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Restricted Subsidiary that is not an Obligor; and
(iiiiv) any Immaterial Excluded Subsidiary may be liquidated, wound up or dissolved;
(c) Asset Dispositions pursuant to transactions permitted under Section 8.20;
(d) Asset Dispositions of any Non-Core Businessbusiness which the Borrower determines is not an essential part of the rental business; and
(ed) Asset Dispositions not otherwise permitted by this Section 8.10 9.4 so long as (i) after giving effect thereto Combined Availability is (x) the transferor receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least 15% equal to the Fair Market Value of the Combined Borrowing Base, shares or assets sold or otherwise disposed of and (iiy) such Asset Disposition is for consideration at least seventy-five percent (75% %) of which consists of cash or Cash Equivalents; provided, however, that this limitation shall not apply to any Asset Disposition in which the cash or Cash Equivalents portion, as applicable, of the consideration received therefrom, determined in accordance with the foregoing clause (x), is cash equal to or greater than what the after-tax proceeds would have been had such Asset Disposition complied with the aforementioned seventy-five percent (75%) limitation, and (iiiii) before and after giving effect thereto, no Event of Default has occurred and is continuing; provided that .
(e) For the purposes of Section 9.4(d), the following are deemed to be cash: (1) the assumption of Indebtedness of the Borrower or any Restricted Subsidiary to the extent the Borrower or such Restricted Subsidiary is released from all liability on payment of the principal amount of such Indebtedness in each case the Borrowers shall comply connection with Section 4.3(a) with respect to each such Asset Disposition, (2) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition to the extent that the Borrower and each other Restricted Subsidiary are released in full from any Guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Disposition, (3) securities, notes or other obligations received by the Borrower or any Restricted Subsidiary from the transferee that are converted by the Borrower or such Restricted Subsidiary into cash within one hundred eighty (180) days, (4) consideration consisting of Indebtedness of the Borrower or any Restricted Subsidiary (provided that such Indebtedness is not expressly subordinated in right of payment to the Obligations), (5) properties or assets that are used or useful in the business of the Borrower and its Restricted Subsidiaries conducted at such time or in businesses reasonably related thereto or Capital Stock of a Person, the principal portion of whose assets consist of such property or assets or (6) any Designated Non-cash Consideration received by the Borrower or any of its Restricted Subsidiaries in an Asset Disposition; provided, however, that the aggregate Fair Market Value of all Designated Non-cash Consideration received and treated as cash pursuant to this clause (6) is not to exceed, at any time, an aggregate amount outstanding equal to the greater of (x) $275,000,000 and (y) 3.0% of Consolidated Net Tangible Assets as of the date of the applicable Asset Disposition, without giving effect to changes in value subsequent to the receipt of such Designated Non-cash Consideration.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (United Rentals North America Inc)
Mergers, Consolidations or Sales. Neither Holdings nor (a) Such Loan Party shall not consummate any transaction of merger, amalgamation, reorganization or consolidation, or transfer, sell, assign, lease or otherwise dispose of (whether in one transaction or in a series of related transactions) all or substantially all of the Collateral (whether now owned or hereafter acquired), or issue or otherwise sell or transfer (whether in one transaction or in a series of related transactions) all or substantially all of its Subsidiaries shall merge, amalgamate, reorganize, or consolidate, or consummate any Asset Dispositionequity interests in such Loan Party, or wind up, liquidate or dissolve, except:
(ai) transfers the merger, amalgamation, reorganization, consolidation, transfer, or sale of condemned or expropriated property to the applicable Governmental Authority or agency any Loan Party into another Loan Party that is domiciled in, has condemned or expropriated its jurisdiction of incorporation in, and is resident of, the same country (whether by deed provided that in lieu the case of condemnation any merger, amalgamation or otherwiseconsolidation, a Loan Party shall continue), and transfers of properties that have been subject to a casualty to the applicable insurer of such property or its designee as part of an insurance settlement;
(iii) the merger, amalgamation, reorganization, consolidation, transfer, or sale of any Obligor or any Subsidiary of an Obligor, in each case excluding Holdings and the Company, may be merged or amalgamated with or into any Obligor Loan Party (that is domiciled in, has its jurisdiction of incorporation in, and is resident in of, the same country country) into, with or to the Borrower, with Borrower continuing as such Obligor Borrower;
(iii) the Transaction and the Permitted Reorganization may be consummated; and
(iv) Transfers permitted under Section 7.11(b) may be consummated.
(b) Such Loan Party shall not transfer, sell, assign, lease or Subsidiaryotherwise dispose of (each, or be liquidated, wound up or dissolved, or a “Transfer”) all or any part of its businessproperty, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series except for:
(i) sales of transactions, to any such Obligor; provided, Inventory in the case ordinary course of such a merger or amalgamation, the continuing or surviving Person shall be an Obligor (or, if Holdings or the Company is involved, Holdings or the Company, as the case may be)its business and leases of Fixed Assets;
(ii) any Subsidiary that is not an Obligor may be merged sales or amalgamated with or into any other Subsidiary that is not an Obligor, or be liquidated, wound up or dissolved, or all or any part dispositions of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Subsidiary that is not an Obligor; andlisted on Schedule 7.11;
(iii) sales or other dispositions of assets (other than Accounts and Inventory) by any Immaterial Subsidiary may be liquidatedLoan Party in the ordinary course of business that are (a) obsolete, wound up (b) no longer useable by such Loan Party in its business or dissolved(c) no longer necessary for the conduct or operation of such Loan Party’s business;
(civ) Asset Dispositions pursuant Transfer of assets (other than Accounts and Inventory) to transactions permitted under Section 8.20the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement property;
(dv) Asset Dispositions Transfer of assets, other than Collateral (exclusive of any Non-Core Business; andpermitted use of cash in connection with such transfer under the definition of Permitted Investments) into a corporation, association, limited liability company, limited partnership or a joint venture in each case, that are Permitted Investments, in return for an equity interest in that entity;
(evi) Asset Dispositions the sale or discount, in each case without recourse and in the ordinary course of business, of overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice (and not otherwise as part of any bulk sale or financing of receivables);
(vii) licenses of intellectual property (which shall be subject to Agent’s licence thereof, acknowledged by licensee);
(viii) sale and leasebacks permitted by under this Section 8.10 so long Agreement;
(ix) Transfers relating to or in connection with easements, rights-of-way, servitudes, statutory exceptions to title, restrictions and other similar charges, restrictions or encumbrances as to the use of real property or immaterial imperfections of title;
(ix) after giving effect thereto Combined Availability is at least 15% any settlement of the Combined Borrowing Base, or payment in respect of (ii) such Asset Disposition is for consideration at least 75% of which is cash and (iii) before and after giving effect thereto, provided no Event of Default has occurred and is continuingcontinuing and otherwise subject to Sections 7.6 and 3.3 hereof) any property or casualty insurance claim or any condemnation proceeding relating to any property of any Loan Party;
(xi) Transfers permitted by Section 7.11(a), Distributions permitted by Section 7.12 or payments permitted by Section 7.16;
(xii) a disposition made as a part of a Permitted Investment;
(xiii) the Transaction and the Permitted Reorganization may be consummated;
(xiv) the Transfer of any property not constituting Collateral unless the Transfer of such property not constituting Collateral would have a Material Adverse Effect on the fair market value of the Collateral on the date of such Transfer;
(xv) the cross-licensing or licensing of intellectual property, in the ordinary course of business (which shall be subject to Agent’s licence thereof, acknowledged by licensee);
(xvi) the Transfer of any Excluded Subsidiary (or all or any portion of the assets of such Excluded Subsidiary) that is not a Loan Party;
(xvii) the transfer of property by any Loan Party to any other Loan Party; and
(xviii) Transfer of assets not otherwise permitted under this Section 7.11, provided that (a) any such transfer or disposition is not in each connection with any (i) securitization plan or structure or (ii) any financing, (b) at the time of such Transfer, no Default or Event of Default shall exist and be continuing or would result from such Transfer, (c) the aggregate book value of all property disposed of pursuant to this clause shall not exceed $1,000,000 in any Fiscal Year or $2,000,000 in the aggregate after the Closing Date, (d) such transfer shall be for no less than the fair market value of such property at the time of such disposition and, (e) (1) in the case of Transfers of Accounts and Inventory solely for cash consideration, and (2) in the Borrowers case of Transfers of any other assets, at least 75% of the consideration is payable in cash at the time of consummation of the transaction; provided, further, that if the Aggregate Revolver Outstandings exceed the lesser of (x) the Borrowing Base and (y) the Maximum Revolver Amount, as a result of such Transfer(s)
(i) Borrower shall comply immediately pay to the Agent, for the account of the Lenders an amount equal to such difference, and (ii) the Agent shall have the unilateral right to re-determine the Borrowing Base eligibility calculations in accordance with Section 4.3(athe terms of this Agreement; and
(c) with respect to each such Asset DispositionAny Loan Party may engage in Permitted Acquisitions.
Appears in 1 contract
Mergers, Consolidations or Sales. Neither Holdings the Company nor any of its the Restricted Subsidiaries shall merge, amalgamate, reorganizemerge into, or consolidateconsolidate or amalgamate with, any other Person or permit any other Person to merge into or consolidate or amalgamate with it, or consummate any Asset Disposition, or wind up, liquidate or dissolve, except:
(a) transfers of condemned or expropriated property to the applicable Governmental Authority or agency that has condemned or expropriated the same (whether by deed in lieu of condemnation or otherwise), and transfers of properties that have been subject to a casualty to the applicable insurer of such property or its designee as part of an insurance settlement;
(i) any Obligor or any Restricted Subsidiary of an Obligor, in each case excluding Holdings and the Company, may be merged merged, consolidated or amalgamated with or into (x) (1) in the case of a Secured Obligor, any other Secured Obligor that is organized, domiciled and is resident in the same country as such Secured Obligor, or any Secured Obligor that is a U.S. Obligor or (2) otherwise, any Obligor, (y) any other Person that is organized, domiciled and is resident in the same country as such Obligor or Restricted Subsidiary or (z) any other Person if the Person formed by or surviving such merger, consolidation or amalgamation is organized, domiciled and is resident in the same country as such Obligor or Restricted Subsidiary; provided that in the case of any merger, consolidation or amalgamation described in clauses (x), (y) or (z), (A) if the Company is involved in such merger, consolidation or amalgamation, the continuing or surviving Person shall be (I) the Company, or (II) a Person organized or existing under the laws of the United States, any state thereof, or the District of Columbia, and such Person expressly assumes all of the obligations of the Company under this Agreement and the other Loan Documents pursuant to a supplement or joinder to the Loan Documents in a form reasonably satisfactory to the Agent, (B) in the case of such a merger, consolidation or amalgamation involving an Obligor, the continuing or surviving Person shall be an Obligor and (except to the extent such continuing or surviving Person is the Company) a Wholly Owned Subsidiary of the Company (and, to the extent such continuing or surviving Person was not an Obligor prior to such merger, consolidation or amalgamation, it shall expressly assume all obligations as an Obligor under the Loan Documents pursuant to documentation reasonably satisfactory to the Agent) and (C) in the case of such a merger, consolidation or amalgamation involving a Restricted Subsidiary (other than an Obligor), the continuing or surviving Person shall be a Restricted Subsidiary and (except to the extent such continuing or surviving Person is the Company) a Wholly Owned Subsidiary of the Company;
(ii) any Obligor or any Restricted Subsidiary of an Obligor (in either case, other than the Company) may be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any such its direct parent Obligor; provided, in the case of such a merger or amalgamation, the continuing or surviving Person shall be an Obligor (or, if Holdings or the Company is involved, Holdings or the Company, as the case may be);
(iiiii) any Restricted Subsidiary that is not an Obligor may be merged or amalgamated with or into any other Restricted Subsidiary that is not an Obligor, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Restricted Subsidiary that is not an Obligor; and
(iiiiv) any Immaterial Excluded Subsidiary may be liquidated, wound up or dissolved;
(c) Asset Dispositions pursuant to transactions permitted under Section 8.20;
(d) Asset Dispositions of any Non-Core Business; and
(ed) Asset Dispositions not otherwise permitted by this Section 8.10 8.5 so long as (i) after giving effect thereto Combined Availability is at least 15% of the Combined Borrowing BasePayment Conditions are satisfied, (ii) the transferor receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of, (iii) if the consideration received for such Asset Disposition is for consideration at least greater than $50,000,000, not less than 75% of which is cash and the consideration received at the time of such Asset Disposition shall be in cash; provided that for purposes of satisfying the requirement of this clause (iii), for all such Asset Dispositions in the aggregate during the term of this Agreement, Designated Non-cash Consideration of up to the greater of $125,000,000 or 3.0% of the Consolidated Tangible Assets as of the date of the applicable Asset Disposition (without giving effect to changes in value subsequent to the receipt of such Designated Non-cash Consideration ) may be deemed to be “cash”, (iv) before and after giving effect thereto, no Event of Default has occurred and is continuing; provided that continuing and (v) in the case of any Asset Disposition of Collateral having a book value exceeding $100,000,000, the Agent shall have received an updated Borrowing Base Certificate giving effect to such Asset Disposition on a pro forma basis.
(e) For the purposes of Section 8.5(d)(iii), the following items, each case of which constitute Designated Non-cash Consideration at their respective Fair Market Value, are deemed to be cash: (i) the Borrowers shall comply assumption of Indebtedness of the Company or any Restricted Subsidiary to the extent the Company or such Restricted Subsidiary is released from all liability on payment of the principal amount of such Indebtedness in connection with Section 4.3(a) with respect to each such Asset Disposition, (ii) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition to the extent that the Company and each other Restricted Subsidiary are released in full from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Disposition, (iii) securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days, (iv) consideration consisting of Indebtedness of the Company or any Restricted Subsidiary (provided that such Indebtedness is not expressly subordinated in right of payment to the Obligations), (v) properties or assets that are used or useful in the business of the Company and the Restricted Subsidiaries conducted at such time or in businesses reasonably related thereto or Capital Stock of a Person, the principal portion of whose assets consist of such property or assets or (vi) any Designated Non-cash Consideration received by the Company or any of the Restricted Subsidiaries in an Asset Disposition.
Appears in 1 contract
Samples: Credit Agreement (Herc Holdings Inc)
Mergers, Consolidations or Sales. Neither Holdings the Company nor any of its the Restricted Subsidiaries shall merge, amalgamate, reorganizemerge into, or consolidateconsolidate or amalgamate with, any other Person or permit any other Person to merge into or consolidate or amalgamate with it, or consummate any Asset Disposition, or wind up, liquidate or dissolve, except:
(a) transfers of condemned or expropriated property to the applicable Governmental Authority or agency that has condemned or expropriated the same (whether by deed in lieu of condemnation or otherwise), and transfers of properties that have been subject to a casualty to the applicable insurer of such property or its designee as part of an insurance settlement;
(i) any Obligor or any Restricted Subsidiary of an Obligor, in each case excluding Holdings and the Company, may be merged merged, consolidated or amalgamated with or into (x) (1) in the case of a Secured Obligor, any other Secured Obligor that is organized, domiciled and is resident in the same country as such Secured Obligor, or any Secured Obligor that is a U.S. Obligor or (2) otherwise, any Obligor, (y) any other Person that is organized, domiciled and is resident in the same country as such Obligor or Restricted Subsidiary or (z) any other Person if the Person formed by or surviving such merger, consolidation or amalgamation is organized, domiciled and is resident in the same country as such Obligor or Restricted Subsidiary; provided that in the case of any merger, consolidation or amalgamation described in clauses (x), (y) or (z), (A) if the Company is involved in such merger, consolidation or amalgamation, the continuing or surviving Person shall be (I) the Company, or (II) a Person organized or existing under the laws of the United States, any state thereof, or the District of Columbia, and such Person expressly assumes all of the obligations of the Company under this Agreement and the other Loan Documents pursuant to a supplement or joinder to the Loan Documents in a form reasonably satisfactory to the Agent, (B) in the case of such a merger, consolidation or amalgamation involving an Obligor, the continuing or surviving Person shall be an Obligor and (except to the extent such continuing or surviving Person is the Company) a Wholly Owned Subsidiary of the Company (and, to the extent such continuing or surviving Person was not an Obligor prior to such merger, consolidation or amalgamation, it shall expressly assume all obligations as an Obligor under the Loan Documents pursuant to documentation reasonably satisfactory to the Agent) and (C) in the case of such a merger, consolidation or amalgamation involving a Restricted Subsidiary (other than an Obligor), the continuing or surviving Person shall be a Restricted Subsidiary and (except to the extent such continuing or surviving Person is the Company) a Wholly Owned Subsidiary of the Company;
(i) any Obligor or any Restricted Subsidiary of an Obligor (in either case, other than the Company) may be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any such its direct parent Obligor; provided, in the case of such a merger or amalgamation, the continuing or surviving Person shall be an Obligor (or, if Holdings or the Company is involved, Holdings or the Company, as the case may be);
(ii) any Restricted Subsidiary that is not an Obligor may be merged or amalgamated with or into any other Restricted Subsidiary that is not an Obligor, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Restricted Subsidiary that is not an Obligor; and
(iii) any Immaterial Excluded Subsidiary may be liquidated, wound up or dissolved;
(c) Asset Dispositions pursuant to transactions permitted under Section 8.20;
(d) Asset Dispositions of any Non-Core Business; and
(ed) Asset Dispositions not otherwise permitted by this Section 8.10 8.5 so long as (i) after giving effect thereto Combined Availability is at least 15% of the Combined Borrowing BasePayment Conditions are satisfied, (ii) the transferor receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the Fair Market Value of the shares or assets sold or otherwise disposed of, (iii) if the consideration received for such Asset Disposition is for consideration at least greater than $25,000,000, not less than 75% of which is cash and the consideration received at the time of such Asset Disposition shall be in cash; provided that for purposes of satisfying the requirement of this clause (iii), for all such Asset Dispositions in the aggregate during the term of this Agreement, Designated Non-cash Consideration of up to the greater of $100,000,000 or 3.0% of the Consolidated Tangible Assets as of the date of the applicable Asset Disposition (without giving effect to changes in value subsequent to the receipt of such Designated Non-cash Consideration ) may be deemed to be “cash”, (iv) before and after giving effect thereto, no Event of Default has occurred and is continuing; provided that continuing and (v) in the case of any Asset Disposition of Collateral having a book value exceeding $75,000,000, the Agent shall have received an updated Borrowing Base Certificate giving effect to such Asset Disposition on a pro forma basis.
(e) For the purposes of Section 8.5(d)(iii), the following items, each case of which constitute Designated Non-cash Consideration at their respective Fair Market Value, are deemed to be cash: (i) the Borrowers shall comply assumption of Indebtedness of the Company or any Restricted Subsidiary to the extent the Company or such Restricted Subsidiary is released from all liability on payment of the principal amount of such Indebtedness in connection with Section 4.3(a) with respect to each such Asset Disposition, (ii) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition to the extent that the Company and each other Restricted Subsidiary are released in full from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Disposition, (iii) securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days, (iv) consideration consisting of Indebtedness of the Company or any Restricted Subsidiary (provided that such Indebtedness is not expressly subordinated in right of payment to the Obligations), (v) properties or assets that are used or useful in the business of the Company and the Restricted Subsidiaries conducted at such time or in businesses reasonably related thereto or Capital Stock of a Person, the principal portion of whose assets consist of such property or assets or (vi) any Designated Non-cash Consideration received by the Company or any of the Restricted Subsidiaries in an Asset Disposition.
Appears in 1 contract
Samples: Credit Agreement (Herc Holdings Inc)
Mergers, Consolidations or Sales. Neither Holdings nor any of its the Restricted Subsidiaries shall merge, amalgamate, reorganizemerge into, or consolidateconsolidate or amalgamate with, any other Person or permit any other Person to merge into or consolidate or amalgamate with it, or consummate any Asset Disposition, or wind up, liquidate or dissolve, except:
(a) transfers of condemned or expropriated property to the applicable Governmental Authority or agency that has condemned or expropriated the same (whether by deed in lieu of condemnation or otherwise), and transfers of properties that have been subject to a casualty to the applicable insurer of such property or its designee as part of an insurance settlement;
(i) any Obligor or any Restricted Subsidiary of an Obligor, in each case excluding Holdings and the Company, may be merged merged, consolidated or amalgamated with or into (x) (1) in the case of a Secured Obligor, any other Secured Obligor that is domiciled and is resident in the same country as such Secured Obligor, or any Secured Obligor that is a U.S. Obligor or (2) otherwise, any Obligor, (y) any other Person that is domiciled and is resident in the same country as such Obligor or Restricted Subsidiary or (z) any other Person if the Person formed by or surviving such merger, consolidation or amalgamation is domiciled and is resident in the same country as such Obligor or Restricted Subsidiary; provided, that (A) if Holdings is involved in such merger, consolidation or amalgamation, the continuing or surviving Person shall be Holdings, (B) if the Company is involved in such merger, consolidation or amalgamation, the continuing or surviving Person shall be (I) the Company or (II) a Person organized or existing under the laws of the United States, any state thereof, or the District of Columbia, and such Person expressly assumes all of the obligations of the Company under this Agreement and the other Loan Documents pursuant to a supplement or joinder to the Loan Documents in a form reasonably satisfactory to the Agent, and (C) in the case of such a merger, consolidation or amalgamation involving an Obligor, the continuing or surviving Person shall be an Obligor and (except to the extent such continuing or surviving Person is Holdings) a Wholly Owned Subsidiary of the Company (and, to the extent such continuing or surviving Person was not an Obligor prior to such merger, consolidation or amalgamation, it shall expressly assume all obligations as an Obligor under the Loan Documents pursuant to documentation reasonably satisfactory to the Agent);
(ii) any Obligor or any Restricted Subsidiary of an Obligor (in either case, other than Holdings and the Company) may be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any such Obligor; provided, in the case of such a merger or amalgamation, the continuing or surviving Person shall be an its direct parent Obligor (orbut in no case, if Holdings or the Company is involved, Holdings or the Company, as the case may beto Holdings);
(iiiii) any Restricted Subsidiary that is not an Obligor may be merged or amalgamated with or into any other Restricted Subsidiary that is not an Obligor, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Restricted Subsidiary that is not an Obligor; and
(iiiiv) any Immaterial Excluded Subsidiary may be liquidated, wound up or dissolved;
(c) Asset Dispositions pursuant to transactions permitted under Section 8.20;
(d) Asset Dispositions of any Non-Core Business; and
(ed) Asset As set Dispositions not otherwise permitted by this Section 8.10 8.5 so long as (i) after giving effect thereto Combined Availability is the Payment Conditions are satisfied, (ii)(x) the transferor receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least 15% equal to the Fair Market Value of the Combined Borrowing Base, shares or assets sold or otherwise disposed of and (iiy) such Asset Disposition is for consideration at least 75% of which consists of cash or Cash Equivalents; provided, however, that this limitation shall not apply to any Asset Disposition in which the cash or Cash Equivalent portion of the consideration received therefrom, determined in accordance with the foregoing clause (x), is cash equal to or greater than what the after-tax proceeds would have been had such Asset Disposition complied with the aforementioned 75% limitation, and (iii) before and after giving effect thereto, no Event of Default has occurred and is continuing; provided that in each the case of any Asset Disposition of Collateral having a Fair Market Value exceeding (A) $275,000,000 or (B) if after giving effect to such Asset Disposition on a pro forma basis Specified Availability is at least $1,000,000,000, $500,000,000, the Borrowers Agent shall comply have received an updated Borrowing Base Certificate giving effect to such Asset Disposition on a pro forma basis.
(e) For the purposes of Section 8.5(d), the following are deemed to be cash: (i) the assumption of Indebtedness of the Company or any Restricted Subsidiary to the extent the Company or such Restricted Subsidiary is released from all liability on payment of the principal amount of such Indebtedness in connection with Section 4.3(a) with respect to each such Asset Disposition, (ii) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition to the extent that the Company and each other Restricted Subsidiary are released in full from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Disposition, (iii) securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days, (iv) consideration consisting of Indebtedness of the Company or any Restricted Subsidiary (provided that such Indebtedness is not expressly subordinated in right of payment to the Obligations), (v) properties or assets that are used or useful in the business of the Company and the Restricted Subsidiaries conducted at such time or in businesses reasonably related thereto or Capital Stock of a Person, the principal portion of whose assets consist of such property or assets or (vi) any Designated Non-cash Consideration received by the Company or any of the Restricted Subsidiaries in an Asset Disposition; provided, however, that the aggregate Fair Market Value of all Designated Non-cash Consideration received and treated as cash pursuant to this clause is not to exceed, at any time, an aggregate amount outstanding equal to the greater of (x) $280,000,000 and (y) 3% of Consolidated Net Tangible Assets as of the date of the applicable Asset Disposition, without giving effect to changes in value subsequent to the receipt of such Designated Non-cash Consideration.
Appears in 1 contract
Samples: Credit Agreement (United Rentals North America Inc)
Mergers, Consolidations or Sales. Neither Holdings nor any of its Subsidiaries shall merge, amalgamate, reorganize, or consolidate, or consummate any Asset Disposition, or wind up, liquidate or dissolve, except:
(a) transfers of condemned or expropriated property to the applicable Governmental Authority or agency that has condemned or expropriated the same (whether by deed in lieu of condemnation or otherwise), and transfers of properties that have been subject to a casualty to the applicable insurer of such property or its designee as part of an insurance settlement;
(i) any Obligor or any Subsidiary of an Obligor, in each case excluding Holdings and the Company, Obligor may be merged or amalgamated with or into (w) any Obligor that is domiciled and is resident in the same country as such Obligor or Subsidiary, (x) any other Person that is domiciled and is resident in the same country as such Obligor or Subsidiary or (y) any other Person if the Person formed by or surviving such merger, consolidation or amalgamation is domiciled and is resident in the same country as such Obligor or Subsidiary; provided, that (1) if Holdings is involved in such merger, consolidation or amalgamation, the continuing or surviving Person shall be Holdings, (2) if the Company is involved in such merger, consolidation or amalgamation, the continuing or surviving Person shall be the Company, (3) in the case of such a merger, consolidation or amalgamation involving an Obligor, the continuing or surviving Person shall be an Obligor and (except to the extent such continuing or surviving Person is Holdings) wholly-owned Subsidiary (and, to the extent such continuing or surviving Person was not an Obligor prior to such merger, consolidation or amalgamation, it shall expressly assume all obligations as an Obligor under the Loan Documents pursuant to documentation reasonably satisfactory to the Agent), and (4) in the case of such a merger, consolidation or amalgamation of any Obligor or Subsidiary with any Person which is not an Obligor or Subsidiary prior thereto, such merger, consolidation or amalgamation must satisfy all conditions to be a Permitted Acquisition (other than, in the case of a merger, consolidation or amalgamation involving a Subsidiary that is not an Obligor, the requirement in the definition of Permitted Acquisition that such acquisition be made by an Obligor);
(ii) any Obligor or any Subsidiary of an Obligor (in either case, other than Holdings and the Company) may be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any such Obligor; provided, in the case of such a merger or amalgamation, the continuing or surviving Person shall be an its direct parent Obligor (orbut in no case, if Holdings or the Company is involved, Holdings or the Company, as the case may beto Holdings);
(iiiii) any Subsidiary that is not an Obligor may be merged or amalgamated with or into any other Subsidiary that is not an Obligor, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Subsidiary that is not an Obligor; and
(iiiiv) any Immaterial Subsidiary may be liquidated, wound up or dissolved;
(c) Asset Dispositions pursuant to transactions permitted under Section 8.20;
(d) Asset Dispositions of any Non-Core Business; and
(e) Asset Dispositions not otherwise permitted by this Section 8.10 so long as (i) after giving effect thereto Combined Availability is at least 15% of the Combined Borrowing Base, (ii) (A) if a Cash Dominion Period is not then in effect (and would not result after giving effect to such Asset Disposition) and the fair market value of the assets subject to such Asset Disposition exceeds $25,000,000, or (B) if a Cash Dominion Period is then in effect (or would result after giving effect to such Asset Disposition), such Asset Disposition is for consideration at least 75% of which is cash and (iii) before and after giving effect thereto, no Event of Default has occurred and is continuing; provided that (i) in each case the Borrowers shall comply with Section 4.3(a) with respect to each such Asset DispositionDisposition and (ii) in the case of any Asset Disposition of Collateral having a fair market value exceeding $75,000,000, the Agent shall have received an updated Borrowing Base Certificate giving effect to such Asset Disposition on a pro forma basis.
Appears in 1 contract
Mergers, Consolidations or Sales. Neither Holdings nor any of its the Restricted Subsidiaries shall merge, amalgamate, reorganizemerge into, or consolidateconsolidate or amalgamate with, any other Person or permit any other Person to merge into or consolidate or amalgamate with it, or consummate any Asset Disposition, or wind up, liquidate or dissolve, except:
(a) transfers of condemned or expropriated property to the applicable Governmental Authority or agency that has condemned or expropriated the same (whether by deed in lieu of condemnation or otherwise), and transfers of properties that have been subject to a casualty to the applicable insurer of such property or its designee as part of an insurance settlement;
(i) any Obligor or any Restricted Subsidiary of an Obligor, in each case excluding Holdings and the Company, may be merged or amalgamated with or into (w) any Obligor that is domiciled and is resident in the same country as such Obligor or Restricted Subsidiary, (x) any other Person that is domiciled and is resident in the same country as such Obligor or Restricted Subsidiary or (y) any other Person if the Person formed by or surviving such merger, consolidation or amalgamation is domiciled and is resident in the same country as such Obligor or Restricted Subsidiary; provided, that (1) if Holdings is involved in such merger, consolidation or amalgamation, the continuing or surviving Person shall be Holdings, (2) if the Company is involved in such merger, consolidation or amalgamation, the continuing or surviving Person shall be (x) the Company or (y) a Person organized or existing under the laws of the United States, any state thereof, or the District of Columbia, and such Person expressly assumes all of the obligations of the Company under this Agreement and the other Loan Documents pursuant to a supplement or joinder to the Loan Documents in a form reasonably satisfactory to the Agent, and (3) in the case of such a merger, consolidation or amalgamation involving an Obligor, the continuing or surviving Person shall be an Obligor and (except to the extent such continuing or surviving Person is Holdings) a Wholly-Owned Subsidiary of the Company (and, to the extent such continuing or surviving Person was not an Obligor prior to such merger, consolidation or amalgamation, it shall expressly assume all obligations as an Obligor under the Loan Documents pursuant to documentation reasonably satisfactory to the Agent);
(ii) any Obligor or any Restricted Subsidiary of an Obligor (in either case, other than Holdings and the Company) may be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any such Obligor; provided, in the case of such a merger or amalgamation, the continuing or surviving Person shall be an its direct parent Obligor (orbut in no case, if Holdings or the Company is involved, Holdings or the Company, as the case may beto Holdings);
(iiiii) any Restricted Subsidiary that is not an Obligor may be merged or amalgamated with or into any other Restricted Subsidiary that is not an Obligor, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Restricted Subsidiary that is not an Obligor; and
(iiiiv) any Immaterial Excluded Subsidiary may be liquidated, wound up or dissolved;
(c) Asset Dispositions pursuant to transactions permitted under Section 8.208.3;
(d) Asset Dispositions of any Non-Core Business; and
(e) Asset Dispositions not otherwise permitted by this Section 8.10 8.5 so long as (i) after giving effect thereto Combined Availability is at least 15% of the Combined Borrowing BasePayment Conditions are satisfied, (ii) (x) the transferor receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair market value of the shares or assets sold or otherwise disposed of and (y) such Asset Disposition is for consideration at least 75% of which consists of cash or Cash Equivalents; provided, however, that this limitation shall not apply to any Asset Disposition in which the cash or Cash Equivalent portion of the consideration received therefrom, determined in accordance with the foregoing clause (x), is cash equal to or greater than what the after-tax proceeds would have been had such Asset Disposition complied with the aforementioned 75% limitation, and (iii) before and after giving effect thereto, no Event of Default has occurred and is continuing; provided that in each the case of any Asset Disposition of Collateral having a fair market value exceeding $150,000,000, the Borrowers Agent shall comply have received an updated Borrowing Base Certificate giving effect to such Asset Disposition on a pro forma basis.
(f) For the purposes of Section 8.5(e), the following are deemed to be cash: (1) the assumption of Indebtedness of the Company or any Restricted Subsidiary to the extent the Company or such Restricted Subsidiary is released from all liability on payment of the principal amount of such Indebtedness in connection with Section 4.3(a) with respect to each such Asset Disposition, (2) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition to the extent that the Company and each other Restricted Subsidiary are released in full from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Disposition, (3) securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days, (4) consideration consisting of Indebtedness of the Company or any Restricted Subsidiary (provided that such Indebtedness is not expressly subordinated in right of payment to the Obligations), (5) properties or assets that are used or useful in the business of the Company and its Restricted Subsidiaries conducted at such time or in businesses reasonably related thereto or Capital Stock of a Person, the principal portion of whose assets consist of such property or assets or (6) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in an Asset Disposition; provided, however, that the aggregate fair market value of all Designated Non-cash Consideration received and treated as cash pursuant to this clause is not to exceed, at any time, an aggregate amount outstanding equal to the greater of (x) $150,000,000 and (y) 2.0% of Consolidated Net Tangible Assets as of the date of the applicable Asset Disposition, without giving effect to changes in value subsequent to the receipt of such Designated Non-cash Consideration.
Appears in 1 contract
Samples: Credit Agreement (United Rentals North America Inc)
Mergers, Consolidations or Sales. Neither Holdings nor any of its the Restricted Subsidiaries shall merge, amalgamate, reorganizemerge into, or consolidateconsolidate or amalgamate with, any other Person or permit any other Person to merge into or consolidate or amalgamate with it, or consummate any Asset Disposition, or wind up, liquidate or dissolve, except:
: (a) transfers of condemned or expropriated property to the applicable Governmental Authority or agency that has condemned or expropriated the same (whether by deed in lieu of condemnation or otherwise), and transfers of properties that have been subject to a casualty to the applicable insurer of such property or its designee as part of an insurance settlement;; (b)
(i) any Obligor or any Restricted Subsidiary of an Obligor, in each case excluding Holdings and the Company, may be merged merged, consolidated or amalgamated with or into (x) (1) in the case of a Secured Obligor, any other Secured Obligor that is domiciled and is resident in the same country as such Secured Obligor, or any Secured Obligor that is a U.S. Obligor or (2) otherwise, any Obligor, (y) any other Person that is domiciled and is resident in the same country as such Obligor or Restricted Subsidiary or (z) any other Person if the Person formed by or surviving such merger, consolidation or amalgamation is domiciled and is resident in the same country as such Obligor or Restricted Subsidiary; provided, that (A) if Holdings is involved in such merger, consolidation or amalgamation, the continuing or surviving Person shall be Holdings, (B) if the Company is involved in such merger, consolidation or amalgamation, the continuing or surviving Person shall be (I) the Company or (II) a Person organized or existing under the laws of the United States, any state thereof, or the District of Columbia, and such Person expressly assumes all of the obligations of the Company under this Agreement and the other Loan Documents pursuant to a supplement or joinder to the Loan Documents in a form reasonably satisfactory to the Agent, and (C) in the case of such a merger, consolidation or amalgamation involving an Obligor, the continuing or surviving Person shall be an Obligor and (except to the extent such continuing or surviving Person is Holdings) a Wholly Owned Subsidiary of the Company (and, to the extent such continuing or surviving Person was not an Obligor prior to such merger, consolidation or amalgamation, it shall expressly assume all obligations as an Obligor under the Loan Documents pursuant to documentation reasonably satisfactory to the Agent); (ii) any Obligor or any Restricted Subsidiary of an Obligor (in either case, other than Holdings and the Company) may be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any such Obligor; provided, in the case of such a merger or amalgamation, the continuing or surviving Person shall be an its direct parent Obligor (orbut in no case, if Holdings or the Company is involved, Holdings or the Company, as the case may beto Holdings);
; (iiiii) any Restricted Subsidiary that is not an Obligor may be merged or amalgamated with or into any other Restricted Subsidiary that is not an Obligor, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to any other Restricted Subsidiary that is not an Obligor; and
and (iiiiv) any Immaterial Excluded Subsidiary may be liquidated, wound up or dissolved;
; (c) Asset Dispositions pursuant to transactions permitted under Section 8.20;
(d) Asset Dispositions of any Non-Core Business; and
and (ed) Asset Dispositions not otherwise permitted by this Section 8.10 8.5 so long as (i) after giving effect thereto Combined Availability is at least 15% of the Combined Borrowing BasePayment Conditions are satisfied, (iiii)(x) such Asset Disposition is for the transferor receives consideration at least 75% (including by way of which is cash and (iii) before and after giving effect thereto, no Event of Default has occurred and is continuing; provided that in each case the Borrowers shall comply with Section 4.3(a) with respect to each such Asset Disposition.153 [[5848018]][[DMS:6312716v7:05/07/2024--04:04 PM]] 4861-2153-1574 v.2
Appears in 1 contract
Samples: Credit Agreement (United Rentals North America Inc)
