Common use of Mergers, Consolidations Clause in Contracts

Mergers, Consolidations. Merge or consolidate with any other Person, except that the foregoing restrictions shall not be applicable to: (a) mergers or consolidations of (i) any Subsidiary with any other Subsidiary which is a Guarantor, (ii) any Subsidiary with any Credit Party where the Credit Party is the survivor of such merger or consolidation and (iii) any Subsidiary other than a Material Subsidiary into any Consolidated Company; (b) mergers or consolidations in which any Person engaged in businesses in which Borrower is engaged as of the Closing Date or substantially related thereto merges or consolidates with Borrower or any of its Subsidiaries where the surviving corporation or limited liability company is Borrower or such Subsidiary; provided that before and after giving effect to any such merger or consolidations and any Funded Debt incurred by Borrower or such Subsidiary in connection with such merger or consolidation, (x) Parent and Borrower are and will be in compliance with Section 6.08 hereof and if the consideration paid by Borrower or such Subsidiary in connection with such merger or consolidation is greater than $125,000,000, Borrower has delivered pro forma financial covenants calculations demonstrating such compliance, in such detail and using such form of presentation of historical and forecasted financial information as may be satisfactory to the Administrative Agent with copies provided to each Lender (based on the projected Consolidated Interest Expense or Funded Debt, as the case may be, for the immediately succeeding four fiscal quarters (including Consolidated Interest Expense incurred as a result of the incurrence of any such Funded Debt) and the historical Consolidated EBITDA (including the Consolidated EBITDA of such Person)); (y) no Default or Event of Default exists hereunder; and (z) if the surviving Person is a Material Subsidiary, it promptly complies with Section 6.09 hereof, if applicable.

Mergers, Consolidations. Merge or consolidate with any other Person, except that the foregoing restrictions shall not be applicable to: (a) mergers or consolidations of (i) any Subsidiary with any other Subsidiary which is a Guarantor, (ii) any Subsidiary with any Credit Party where the Credit Party is the survivor of such merger or consolidation and (iii) any Subsidiary other than a Material Subsidiary into any Consolidated Company; (b) mergers or consolidations in which any Person engaged in businesses in which Borrower is engaged as of the Closing Date or substantially related thereto merges or consolidates with Borrower or any of its Subsidiaries where the surviving corporation or limited liability company is Borrower or such Subsidiary; provided that before and after giving effect to any such merger or consolidations and any Funded Debt incurred by Borrower or such Subsidiary in connection with such merger or consolidation, (x) Parent and Borrower are and will be in compliance with Section 6.08 hereof and if the consideration paid by Borrower or such Subsidiary in connection with such merger or consolidation is greater than $125,000,000, Borrower has delivered pro forma financial covenants calculations demonstrating such compliance, in such detail and using such form of presentation of historical and forecasted financial information as may be satisfactory to the Administrative Agent with copies provided to each Lender (based on the projected Consolidated Interest Expense or Funded Debt, as the case may be, for the immediately succeeding four fiscal quarters (including Consolidated Interest Expense incurred as a result of the incurrence of any such Funded Debt) and the historical Consolidated EBITDA (including the Consolidated EBITDA of such Person)); (y) no Default or Event of Default exists hereunder; and (z) if the surviving Person is a Material Subsidiary, it promptly complies with Section 6.09 hereof, if applicable.

Mergers, Consolidations. Merge or consolidate with any other Person, except that the foregoing restrictions shall not be applicable to: (ai) mergers or consolidations of (ix) any Subsidiary with any other Subsidiary which is a Guarantor, or (iiy) any Subsidiary with any Credit Party where the Credit Party is the survivor of such merger or consolidation and (iii) any Subsidiary other than a Material Subsidiary into any Consolidated Company;Lessee; or (bii) mergers or consolidations in which any Person engaged in businesses in which Borrower the Lessee is engaged as of the initial Closing Date or substantially related thereto merges or consolidates with Borrower the Lessee or any of its Subsidiaries where the surviving corporation or limited liability company is Borrower or such SubsidiarySubsidiaries; provided that before and after giving effect to any such merger or consolidations and any Funded Debt incurred by Borrower the Lessee or such Subsidiary in connection with such merger or consolidation, (x) Parent and Borrower are the Lessee is and will be in compliance with Section 6.08 hereof 5.1(h) hereof, and if the consideration paid by Borrower the Lessee or such Subsidiary in connection with such merger or consolidation is greater than $125,000,00075,000,000, Borrower the Lessee has delivered pro forma financial covenants calculations demonstrating such compliance, in such detail and using such form of presentation of historical and forecasted financial information as may be satisfactory to the Administrative Agent with copies provided to each Lender Funding Party (based on the projected Consolidated Interest Expense Fixed Charges or Funded Debt, as the case may be, for the immediately succeeding four fiscal quarters (including Consolidated Interest Expense Fixed Charges incurred as a result of the incurrence of any such Funded Debt) and the historical Consolidated EBITDA EBIT (including the Consolidated EBITDA EBIT of such Person)); and (y) no other Default or Event of Default exists hereunder; and (z) if the surviving Person is a Material Subsidiary, it promptly complies with Section 6.09 hereof, if applicable.;

Mergers, Consolidations. Merge or consolidate with any other Person, except that the foregoing restrictions shall not be applicable to: (a) mergers or consolidations of (i) any Subsidiary with any other Subsidiary which is a Guarantor, (ii) any Subsidiary with any Credit Party where the Credit Party is the survivor of such merger or consolidation Borrower and (iii) any Subsidiary other than a Material Subsidiary into any Consolidated Company; (b) mergers or consolidations in which any Person engaged in businesses in which Borrower is engaged as of the Closing Date or substantially related thereto merges or consolidates with Borrower or any of its Subsidiaries where the surviving corporation or limited liability company is Borrower or such Subsidiary; provided that before and after giving effect to any such merger or consolidations and any Funded Debt incurred by Borrower or such Subsidiary in connection with such merger or consolidation, (x) Parent and Borrower are is and will be in compliance with Section 6.08 hereof and if the consideration paid by Borrower or such Subsidiary in connection with such merger or consolidation is greater than $125,000,000, Borrower has delivered pro forma financial covenants calculations demonstrating such compliance, in such detail and using such form of presentation of historical and forecasted financial information as may be satisfactory to the Administrative Agent with copies provided to each Lender (based on the projected Consolidated Interest Expense or Funded Debt, as the case may be, for the immediately succeeding four fiscal quarters (including Consolidated Interest Expense incurred as a result of the incurrence of any such Funded Debt) and the historical Consolidated EBITDA (including the Consolidated EBITDA of such Person)); (y) no other Default or Event of Default exists hereunder; and (z) if the surviving Person is a Material Subsidiary, it promptly complies with Section 6.09 hereof, if applicable.

Mergers, Consolidations. Merge or consolidate with any other Person, except that the foregoing restrictions shall not be applicable to: (a) mergers or consolidations of (ix) any Subsidiary with any other Subsidiary which is a Guarantor, Guarantor or (iiy) any Subsidiary with any Credit Party where the Credit Party is the survivor of such merger or consolidation and (iii) any Subsidiary other than a Material Subsidiary into any Consolidated Company;Borrower; or (b) mergers or consolidations in which any Person engaged in businesses in which Borrower is engaged as of the Closing Date or substantially related thereto merges or consolidates with Borrower or any of its Subsidiaries where the surviving corporation or limited liability company is Borrower or such Subsidiary; provided that before and after giving effect to any such merger or consolidations and any Funded Debt incurred by the Borrower or such Subsidiary in connection with such merger or consolidation, (x) Parent and Borrower are is and will be in compliance with Section 6.08 hereof and if the consideration paid by Borrower or such Subsidiary in connection with such merger or consolidation is greater than $125,000,00075,000,000, Borrower has delivered pro forma financial covenants calculations demonstrating such compliance, in such detail and using such form of presentation of historical and forecasted financial information as may be satisfactory to the Administrative Agent with copies provided to each Lender Agents (based on the projected Consolidated Interest Expense Fixed Charges or Funded Debt, as the case may be, for the immediately succeeding 55 62 four fiscal quarters (including Consolidated Interest Expense Fixed Charges incurred as a result of the incurrence of any such Funded Debt) and the historical Consolidated EBITDA EBIT (including the Consolidated EBITDA EBIT of such Person)); (y) no other Default or Event of Default exists hereunder; and (z) if the surviving Person is a Material Subsidiary, it promptly complies with Section 6.09 hereof, if applicable.;

Mergers, Consolidations. Merge or consolidate with any other Person, except that the foregoing restrictions shall not be applicable to: (a) mergers or consolidations of (ix) any Subsidiary with any other Subsidiary which is a Guarantor, Guarantor or (iiy) any Subsidiary with any Credit Party where the Credit Party is the survivor of such merger or consolidation and (iii) any Subsidiary other than a Material Subsidiary into any Consolidated Company;Borrower; or (b) mergers or consolidations in which any Person engaged in businesses in which Borrower is engaged as of the Closing Date or substantially related thereto merges or consolidates with Borrower or any of its Subsidiaries where the surviving corporation or limited liability company is Borrower or such Subsidiary; provided that before and after giving effect to any such merger or consolidations and any Funded Debt incurred by Borrower or such Subsidiary in connection with such merger or consolidation, (x) Parent and Borrower are is and will be in compliance with Section 6.08 hereof and if the consideration paid by Borrower or such Subsidiary in connection with such merger or consolidation is greater than $125,000,000100,000,000, Borrower has delivered pro forma financial covenants calculations demonstrating such compliance, in such detail and using such form of presentation of historical and forecasted financial information as may be satisfactory to the Administrative Agent Agents with copies provided to each Lender (based on the projected Consolidated Interest Expense Fixed Charges or Funded Debt, as the case may be, for the immediately succeeding four fiscal quarters (including Consolidated Interest Expense Fixed Charges incurred as a result of the incurrence of any such Funded Debt) and the historical Consolidated EBITDA EBIT (including the Consolidated EBITDA EBIT of such Person)); (y) no other Default or Event of Default exists hereunder; and (z) if the surviving Person is a Material Subsidiary, it promptly complies with Section 6.09 hereof, if applicable.