Common use of Mergers, Etc Clause in Contracts

Mergers, Etc. Merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or permit any of its Subsidiaries to do so, except that (i) any Subsidiary of the Borrower may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of assets to, any other Subsidiary of the Borrower, (ii) any Subsidiary of the Borrower may merge into or convey, transfer, lease or otherwise dispose of assets to the Borrower, (iii) the Borrower may merge with any other Person so long as the Borrower is the surviving corporation, (iv) any Subsidiary of the Borrower may merge into another Person or convey, transfer, lease or otherwise dispose of assets to any other Person in connection with a disposition of such Subsidiary if such Subsidiary, after giving effect thereto, is no longer a Subsidiary of the Borrower so long as the disposition of such Subsidiary does not constitute all or substantially all of the assets of the Borrower and (v) any Subsidiary of the Borrower may merge or consolidate into another Person if the surviving Person of such merger or consolidation shall become a Subsidiary of the Borrower, provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom.

Mergers, Etc. Merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (other than Unrestricted Margin Stock) (whether now owned or hereafter acquired) to, any Person, or permit any member of its Subsidiaries the Consolidated Group to do so, except that that: (i) any Subsidiary member of (x) the Consolidated Group other than the Borrower may merge or consolidate with or into, into or convey, transfer, lease or otherwise (y) the Consolidated Group may dispose of assets to, in each case, any other Subsidiary member of the Borrower, Consolidated Group; (ii) any Subsidiary of the Borrower may merge into or convey, transfer, lease or otherwise dispose of assets to the Borrower, (iii) the Borrower may merge with any other Person so long as (A) the Borrower is the surviving corporationentity or (B) the surviving entity shall succeed, (iv) any Subsidiary by agreement reasonably satisfactory in form and substance to the Required Lenders, to all of the businesses and operations of the Borrower and shall assume all of the rights and obligations of the Borrower under this Agreement and the other Loan Documents (it being understood that notwithstanding the foregoing, the consummation of the Transactions shall not be prohibited by this Section 5.02(b) or otherwise pursuant hereto); (iii) any member of the Consolidated Group (other than the Borrower) may merge or consolidate with or into another Person or Person, convey, transfer, lease or otherwise dispose of all or any portion of its assets to any other Person in connection with a disposition of such Subsidiary if such Subsidiary, after giving effect thereto, is no longer a Subsidiary of the Borrower so long as (A) the disposition consideration received in respect of such Subsidiary does not constitute all merger, consolidation, conveyance, transfer, lease or substantially all other disposition is at least equal to the fair market value of the such assets of the Borrower and (vB) any Subsidiary of the Borrower may merge no Material Adverse Effect would reasonably be expected to result from such merger, consolidation, conveyance, transfer, lease or consolidate into another Person if the surviving Person of such merger or consolidation shall become a Subsidiary of the Borrower, other disposition; provided, in each casethe cases of clause (i), (ii) and (iii) hereof, that no Default or Event of Default (or, during the Certain Funds Period, no Certain Funds Default) shall have occurred and be continuing at the time of such proposed transaction or would result therefrom.

Mergers, Etc. Merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or permit any of its Subsidiaries to do so, except that (i) any Subsidiary of the Borrower may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of assets to, any other Subsidiary of the Borrower, (ii) any Subsidiary of the Borrower may merge into or convey, transfer, lease or otherwise dispose of assets to the Borrower, (iii) the Borrower may merge with any other Person so long as the Borrower is the surviving corporation, and (iv) any Subsidiary of the Borrower may merge into another Person or convey, transfer, lease or otherwise dispose of its assets to any other Person in connection with a disposition of such Subsidiary if such Subsidiary, after giving effect thereto, is no longer a Subsidiary of the Borrower so long as the such merger or disposition of such Subsidiary does not constitute involve all or substantially all of the assets of the Borrower and (v) any Subsidiary of the Borrower may merge or consolidate into another Person if the surviving Person of such merger or consolidation shall become its Subsidiaries taken as a Subsidiary of the Borrower, whole; provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. Any voluntary liquidation, dissolution or winding up of any Subsidiary of the Borrower shall be deemed to be a merger for purposes of this subsection.

Mergers, Etc. Merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, into any Person, Person or permit any of its Subsidiaries to do so, except that except (i) that any Subsidiary of the Borrower Company may merge merge, consolidate, amalgamate, or consolidate combine with or into, or convey, transfer, lease or otherwise dispose of assets to, into any other Subsidiary of the Borrower, Company, (ii) any Subsidiary of the Borrower Company may merge merge, consolidate, amalgamate, or combine with or into or conveythe Company (it being understood that, transferfor the avoidance of doubt, lease or otherwise dispose of assets to the Borrower, surviving entity will be the Company), (iii) any Subsidiary of the Borrower Company and the Company may merge merge, consolidate, amalgamate, or combine with or into any other Person so long if, in the case of any Subsidiary other than an Immaterial Subsidiary, as a result of one or a series of transactions, the Borrower surviving or resulting entity is or becomes a Subsidiary or, if the Company is a party to such transaction, the surviving entity is the surviving corporation, Company and (iv) any Subsidiary of may merge, consolidate, amalgamate, or combine with or into any Person other than the Borrower may merge into Company or another Person or convey, transfer, lease or otherwise dispose of assets to any other Person in connection with a disposition of such Subsidiary if at such Subsidiary, after giving effect thereto, is no longer a Subsidiary of the Borrower so long as the disposition of such Subsidiary does not constitute all or substantially all of time the assets of the Borrower and (v) any Subsidiary of the Borrower may merge or consolidate into another would be permitted to be sold to such Person if the surviving Person of such merger or consolidation shall become pursuant to a Subsidiary of the Borrowertransaction not prohibited by this Agreement, provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. The Company will not, and will not permit its Subsidiaries to, sell, transfer, lease or otherwise dispose of, and whether in one transaction or in a series of transactions, assets (including Equity Interests in Subsidiaries) representing all or substantially all of the assets of the Company and its Subsidiaries (whether now owned or hereafter acquired), taken as a whole.

Mergers, Etc. Merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its property and assets (whether now owned or hereafter acquired) to, any Person, or permit any of its Subsidiaries to do so, except that that: (i) any Subsidiary of the Company that is not a Borrower may merge into or consolidate with or into, or convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets to, any other Subsidiary of the Person so long as, if such Person is a Borrower, such Person is the surviving entity; and (ii) any Subsidiary of the Borrower may merge into or convey, transfer, lease or otherwise dispose of assets to the Borrower, (iii) the Borrower may merge with any other Person (including, without limitation, any other Borrower or any of its Subsidiaries) so long as (A) if the Borrower Company is a party to such merger or consolidation, the Company is the surviving corporationentity or (B) if any other Borrower is a party to such merger or consolidation, either (iv1) any the surviving entity shall be such Borrower or (2) the surviving entity (w) shall be a Substantially Owned Subsidiary of the Borrower may merge into another Person Company, (x) shall succeed, by an agreement or conveyoperation of law, transfer, lease or otherwise dispose of assets to any other Person in connection with a disposition of such Subsidiary if such Subsidiary, after giving effect thereto, is no longer a Subsidiary of the Borrower so long as the disposition of such Subsidiary does not constitute all or substantially all of the assets businesses and operations of such Borrower and shall assume, in an assumption agreement in form and substance satisfactory to the Administrative Agent, all of the rights and obligations of such Borrower under this Agreement and the Notes, (y) shall deliver to the Administrative Agent all of the certificates, opinions and other documents described in clauses (b) through (h) of Section 3.02 with respect to such surviving entity, in each case in form and substance satisfactory to the Administrative Agent, and such other documents, opinions and other information as any Lender, through the Administrative Agent, may reasonably request and (vz) any Subsidiary shall cause the Company to deliver to the Administrative Agent written confirmation of the Borrower may merge or consolidate into another Person if the its obligations under Section 7.01 with respect to such surviving Person of such merger or consolidation shall become a Subsidiary of the Borrower, entity; provided, in each caseof the foregoing cases, that no Default shall have occurred and be continuing at the time of such proposed merger, consolidation, conveyance, transfer, lease or disposition, or shall occur as a result thereof. Notwithstanding any of the foregoing provisions of this Section 5.02(b), neither any Borrower nor any of its Subsidiaries shall sell, convey, transfer, lease or otherwise dispose of (whether in one transaction or would result therefromin a series of transactions and whether through the disposition of shares of capital stock or other property or assets) all or substantially all of the power tool business engaged in by the Company and its Subsidiaries on the date of this Agreement.

Mergers, Etc. Merge The Borrower will not merge or consolidate with or into, or and will not, and will not permit its Subsidiaries to, convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets of the Borrower and its assets Subsidiaries taken as a whole (whether now owned or hereafter acquired) to, any Person, or permit any of its Subsidiaries to do so, except that (i) any Subsidiary of Person may merge with or into the Borrower may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of assets to, any other Subsidiary of in a transaction in which the Borrower, Borrower is the survivor; (ii) any Subsidiary of the Borrower may merge into or convey, transfer, lease or otherwise dispose of assets to any other Subsidiary of the Borrower, ; (iii) the Borrower may merge with any other Person so long as the Borrower is the surviving corporation, (iv) any Subsidiary of the Borrower may merge into another Person or convey, transfer, lease or otherwise dispose of assets to the Borrower; (iv) the Borrower may merge into any of its Subsidiaries for the purpose of effecting a change in its state of incorporation from Delaware to any other Person state in connection with a disposition the United States if (A) such Subsidiary is incorporated in such other state solely for the purposes of such merger and, immediately prior to the effectiveness of such merger, has positive stockholders’ equity, and (B) such merger would not reasonably be expected to result in a Material Adverse Effect; (v) any Subsidiary if such Subsidiaryor group of Subsidiaries of the Borrower may dispose of assets to Persons other than the Borrower and its Subsidiaries, so long as, after giving effect theretoto such transaction, is no longer such Subsidiary or Subsidiaries, taken as a Subsidiary consolidated whole, has not disposed of, in one transaction or a series of related transactions, more than 10% of the Borrower so long as the disposition of such Subsidiary does not constitute all or substantially all of the Consolidated assets of the Borrower and its Subsidiaries, taken as a whole and (vvi) any Subsidiary Person may sell margin stock (within the meaning of Regulation U of the Borrower may merge or consolidate into another Person if the surviving Person Board of such merger or consolidation shall become a Subsidiary Governors of the Borrower, provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefromFederal Reserve System).

Mergers, Etc. Merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (other than Unrestricted Margin Stock) (whether now owned or hereafter acquired) to, any Person, or permit any member of its Subsidiaries the Consolidated Group to do so, except that that: (i) any Subsidiary member of (x) the Consolidated Group other than the Borrower may merge or consolidate with or into, into or convey, transfer, lease or otherwise (y) the Consolidated Group may dispose of assets to, in each case, any other Subsidiary member of the Borrower, Consolidated Group; (ii) any Subsidiary of the Borrower may merge into or convey, transfer, lease or otherwise dispose of assets to the Borrower, (iii) the Borrower may merge with any other Person so long as (A) the Borrower is the surviving corporationentity or (B) the surviving entity shall succeed, (iv) any Subsidiary by agreement reasonably satisfactory in form and substance to the Required Lenders, to all of the businesses and operations of the Borrower and shall assume all of the rights and obligations of the Borrower under this Agreement and the other Loan Documents; (iii) any member of the Consolidated Group (other than the Borrower) may merge or consolidate with or into another Person or Person, convey, transfer, lease or otherwise dispose of all or any portion of its assets to any other Person in connection with a disposition of such Subsidiary if such Subsidiary, after giving effect thereto, is no longer a Subsidiary of the Borrower so long as (A) the disposition consideration received in respect of such Subsidiary does not constitute all merger, consolidation, conveyance, transfer, lease or substantially all other disposition is at least equal to the fair market value of the such assets of the Borrower and (vB) any Subsidiary of the Borrower may merge no Material Adverse Effect would reasonably be expected to result from such merger, consolidation, conveyance, transfer, lease or consolidate into another Person if the surviving Person of such merger or consolidation shall become a Subsidiary of the Borrower, other disposition; provided, in each casethe cases of clause (i), (ii) and (iii) hereof, that no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom.

Mergers, Etc. Merge No Borrower will merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or permit any of its Material Subsidiaries to do so, except that (i) any Material Subsidiary of the Borrower (other than any Foreign Subsidiary Borrower) may merge or consolidate with or into, or dispose of assets to, any other Material Subsidiary or any other Subsidiary of the Parent Borrower that shall become a Material Subsidiary as a result of such transaction, (ii) any Material Subsidiary (other than any Foreign Subsidiary Borrower) may merge into or dispose of assets to the Parent Borrower, (iii) the Parent Borrower may merge with any other Person as long as the Parent Borrower is the surviving entity and (iv) any Foreign Subsidiary Borrower may merge into, or convey, transfer, lease or otherwise dispose of assets to, any other Subsidiary of the Borrower, (ii) any Subsidiary of the Borrower may merge into or convey, transfer, lease or otherwise dispose of assets to the Borrower, (iii) the Borrower may merge with any other Person so long as the Borrower is the surviving corporation, (iv) any Subsidiary of the Borrower may merge into another Person or convey, transfer, lease or otherwise dispose of assets to any other Person in connection with a disposition of such Subsidiary if such Subsidiary, after giving effect thereto, is no longer a Subsidiary of the Borrower so long as the disposition of such Subsidiary does not constitute all or substantially all of its assets to, the assets Parent Borrower or any other Subsidiary that is (or, simultaneously with such transaction, becomes) a Foreign Subsidiary Borrower and that has satisfied (or, simultaneously with such transaction, satisfies), as of the Borrower and (v) any Subsidiary of the Borrower may merge or consolidate into another Person if the surviving Person date of such merger or consolidation shall become a Subsidiary transaction, the conditions set forth in Section 3.03 with respect to any Extensions of the BorrowerCredit assumed by it, provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom.

Mergers, Etc. Merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or permit any of its Subsidiaries to do so, except that (ia) any Subsidiary of the Borrower may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of assets to, any other Subsidiary of the Borrower, (iib) any Subsidiary of the Borrower may merge into or convey, transfer, lease or otherwise dispose of assets to the Borrower, Borrower and (iiic) the Borrower may merge with any other Person so long as the Borrower is the surviving corporation, (iv) any Subsidiary of the Borrower may merge into another Person or convey, transfer, lease or otherwise dispose of assets to any other Person in connection with a disposition of such Subsidiary if such Subsidiary, after giving effect thereto, is no longer a Subsidiary of the Borrower so long as the disposition of such Subsidiary does not constitute all or substantially all of the assets of the Borrower and (v) any Subsidiary of the Borrower may merge or consolidate into another Person if the surviving Person of such merger or consolidation shall become a Subsidiary of the Borrower, provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom, any Person (other than the Borrower or any of its Subsidiaries) may merge or consolidate with the Borrower or any of its Subsidiaries, provided that any such merger or consolidation involving the Borrower must result in the Borrower as the surviving entity.” (k) Section 6.04 of the Loan Agreement is hereby restated in its entirety as follows: “

Mergers, Etc. Merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or permit any of its Subsidiaries to do so, except that (i) any Subsidiary of the Borrower may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of assets to, any other Subsidiary of the Borrower, (ii) any Subsidiary of the Borrower may merge into or convey, transfer, lease or otherwise dispose of assets to the Borrower, (iii) the Borrower may merge with any other Person so long as the Borrower is the surviving corporation, corporation and (iv) any Subsidiary or Subsidiaries of the Borrower may merge into another Person or conveyconsolidate with or into, transfer, lease or otherwise dispose of assets to to, any other Person in connection with a disposition of such Subsidiary if such Subsidiary, after giving effect thereto, is no longer a Subsidiary of the Borrower so long as the disposition assets of such Subsidiary does Subsidiaries, in aggregate, do not constitute all or substantially all of the assets of the Borrower and (v) any Subsidiary or of the Borrower may merge or consolidate into another Person if the surviving Person of such merger or consolidation shall become and its Subsidiaries taken as a Subsidiary of the Borrowerwhole, provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom.

Mergers, Etc. (i) Merge or consolidate with or intointo any Person, or permit any of its Subsidiaries to do so, or (ii) convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, to any Person, or permit any (iii) together with one or more of its consolidated Subsidiaries, convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets of such Borrower and its consolidated Subsidiaries (whether now owned or hereafter acquired) to do so, except that (i) any Person; exceptthat any Subsidiary of the such Borrower may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of transfer assets to, or acquire assets of, any other Subsidiary of the Borrower, (ii) such Borrower and except that any Subsidiary of the such Borrower may merge into or convey, transfer, lease or otherwise dispose of transfer assets to the Borrower, (iii) the such Borrower and such Borrower may merge with, and any Subsidiary of such Borrower may merge or consolidate with or into, any other Person so long as Person, provided in each case that, immediately after giving effect to such proposed transaction, no Event of Default with respect to such Borrower or event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default with respect to such Borrower, would exist and in the case of any such merger to which any Borrower is a party, a Borrower is the surviving corporation, (iv) any Subsidiary of the Borrower may merge into another Person or convey, transfer, lease or otherwise dispose of assets to any other Person in connection with a disposition of such Subsidiary if such Subsidiary, after giving effect thereto, is no longer a Subsidiary of the Borrower so long as the disposition of such Subsidiary does not constitute all or substantially all of the assets of the Borrower and (v) any Subsidiary of the Borrower may merge or consolidate into another Person if the surviving Person of such merger or consolidation shall become a Subsidiary of the Borrower, provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom.

Mergers, Etc. Merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or permit any of its Material Subsidiaries to do so, except that (i) any Subsidiary of the Borrower (other than any Company) may merge or consolidate with or into, or convey, transfer, lease convey or otherwise dispose of assets to, any other Subsidiary of the BorrowerSubsidiary, (ii) any Subsidiary of the Borrower Companies and any Material Subsidiary may merge into or convey, transfer, lease convey or otherwise dispose of assets to the Borrower, (iii) the Borrower may merge with any other Person so long as the Borrower is the surviving corporation, (iv) any Subsidiary of the Borrower may merge into another Person or convey, transfer, lease or otherwise dispose of assets to any other Person in connection with a disposition of such Subsidiary if such Subsidiary, after giving effect thereto, is no longer a Subsidiary of the Borrower so long as Companies, (iii) Harley may merge into a wholly-owned Subsidiary that has no material assets or liabilities for the disposition sole purpose of such Subsidiary does not constitute all or substantially all changing the state of incorporation of Harley if the assets surviving corporation shall expressly assume the liabilities of Harley under this Agreement and the Borrower other Loan Documents and (viv) any Subsidiary of the Borrower Guarantor may merge or consolidate into another with a Person if (other than a Borrower) in a transaction in which such Guarantor is the surviving Person of such merger or consolidation shall become a Subsidiary of the Borrower, entity; provided, in each case, that no Unmatured Default shall have occurred and be continuing at the time of such proposed transaction or would result therefromafter giving effect thereto and provided, further, that the foregoing shall not restrict any of the Companies or any Material Subsidiaries in respect of dispositions of inventory, cash or obsolete, used or surplus equipment or other Property in the ordinary course of business or in respect of any Permitted Finance Receivables Securitization.

Mergers, Etc. Merge The Borrower will not merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or permit any of its Subsidiaries to do so, except that (ia) any Subsidiary of the Borrower may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of assets to, any other Subsidiary of the Borrower, (iib) any Subsidiary of the Borrower may merge into the Borrower (provided, that, the Borrower is the surviving corporation of any such merger) or dispose of assets to the Borrower, (c) any Subsidiary of the Borrower may merge into or convey, transfer, lease or otherwise dispose of assets to any other Person so long as the Borrower delivers to the Lead Administrative Agent a certificate from a Responsible Officer of the Borrower demonstrating pro forma compliance with Section 6.07 after giving effect to such transaction, (d) any Subsidiary of the Borrower may merge with any other Person so long as such Subsidiary (or another wholly-owned Subsidiary of the Borrower) is the surviving corporation, (iiie) any Finance Subsidiary may merge with any other Person in connection with the consummation of a Structured Finance Transaction so long as the surviving entity is a Finance Subsidiary and (f) the Borrower may merge with any other Person so long as the Borrower is the surviving corporation; provided, (iv) any Subsidiary of the Borrower may merge into another Person or convey, transfer, lease or otherwise dispose of assets to any other Person in connection with a disposition of such Subsidiary if such Subsidiary, after giving effect thereto, is no longer a Subsidiary of the Borrower so long as the disposition of such Subsidiary does not constitute all or substantially all of the assets of the Borrower and (v) any Subsidiary of the Borrower may merge or consolidate into another Person if the surviving Person of such merger or consolidation shall become a Subsidiary of the Borrower, providedthat, in each case, that no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom.

Mergers, Etc. Merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (other than Unrestricted Margin Stock) (whether now owned or hereafter acquired) to, any Person, or permit any member of its Subsidiaries the Consolidated Group to do so, except that that: (i) any Subsidiary member of (x) the Consolidated Group other than the Borrower may merge or consolidate with or into, into or convey, transfer, lease or otherwise (y) the Consolidated Group may dispose of assets to, in each case, any other Subsidiary member of the Borrower, Consolidated Group; (ii) any Subsidiary of the Borrower may merge into or convey, transfer, lease or otherwise dispose of assets to the Borrower, (iii) the Borrower may merge with any other Person so long as (A) the Borrower is the surviving corporationentity or (B) the surviving entity shall succeed, (iv) any Subsidiary by agreement reasonably satisfactory in form and substance to the Administrative Agent, to all of the businesses and operations of the Borrower and shall assume all of the rights and obligations of the Borrower under this Agreement and the other Loan Documents; (iii) any member of the Consolidated Group (other than the Borrower) may merge or consolidate with or into another Person or Person, convey, transfer, lease or otherwise dispose of all or any portion of its assets to any other Person in connection with a disposition of such Subsidiary if such Subsidiary, after giving effect thereto, is no longer a Subsidiary of the Borrower so long as (A) the disposition consideration received in respect of such Subsidiary does not constitute all merger, consolidation, conveyance, transfer, lease or substantially all other disposition is at least equal to the fair market value of the such assets of the Borrower and (vB) any Subsidiary of the Borrower may merge no Material Adverse Effect would reasonably be expected to result from such merger, consolidation, conveyance, transfer, lease or consolidate into another Person if the surviving Person of such merger or consolidation shall become a Subsidiary of the Borrower, other disposition; provided, in each casethe cases of clause (i), (ii) and (iii) hereof, that no Default or Event of Default (or, during the Certain Funds Period, no Certain Funds Default) shall have occurred and be continuing at the time of such proposed transaction or would result therefrom; provided further that nothing herein shall restrict any merger, consolidation, conveyance, transfer, lease or other disposition made in connection with the Acquisitions.

Mergers, Etc. Merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its the assets (whether now owned or hereafter thereafter acquired) of the Borrower and its Subsidiaries, taken as a whole, to, any Person, or permit any of its Subsidiaries to do so, except that (i) any Subsidiary of the Borrower may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of substantially all of its assets to, any one or more other Subsidiary Subsidiaries of the Borrower, (ii) and any Subsidiary of the Borrower may merge into or convey, transfer, lease or otherwise dispose of substantially all or substantially all of its assets to the BorrowerBorrower and one or more other Subsidiaries, (iiiii) the Borrower may merge with any other Person so long as the Borrower is the surviving corporation, corporation and (iviii) any Subsidiary of the Borrower may merge into another Person or conveyconsolidate with or into, transfer, lease or otherwise dispose of all or substantially all of its assets to to, any other Person so long as such merger or disposition does not (whether in connection with one transaction or in a series of transactions) constitute a disposition of such Subsidiary if such Subsidiary, after giving effect thereto, is no longer a Subsidiary of the Borrower so long as the disposition of such Subsidiary does not constitute all or substantially all of the assets of the Borrower and (v) its Subsidiaries, taken as a whole, provided, that, in the case of any Subsidiary of the Borrower may merge or consolidate into another Person if the surviving Person of such merger or consolidation shall become in accordance with clause (i) above in which a Principal Domestic Subsidiary merges or consolidates with any Subsidiary (other than another Principal Domestic Subsidiary) of the Borrower, such Principal Domestic Subsidiary is the surviving Person, and provided, further, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom.

Mergers, Etc. Merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or permit any of its Subsidiaries to do so, except that (i) any Subsidiary of the Borrower or a Guarantor may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of assets to, (A) the Borrower; provided that the Borrower shall be the continuing or surviving Person or (B) any one or more other Subsidiary Subsidiaries of the BorrowerBorrower or a Guarantor, (ii) any Subsidiary of the Borrower may dispose of all or substantially all of its assets (including any disposition that is in the nature of a liquidation) to (A) the Borrower or (B) to another Loan Party and (iii) each of the Borrower or any of its Subsidiaries may merge into or convey, transfer, lease or otherwise dispose of assets to the Borrower, (iii) the Borrower may merge consolidate with any other Person so long as or permit any other Person to merge into or consolidate with it; provided that in each case under this clause (iii), immediately after giving effect thereto, (A) in the case of any such merger to which the Borrower is a party, the Borrower is the surviving corporation, (iv) any Subsidiary of the Borrower may merge into another Person or convey, transfer, lease or otherwise dispose of assets to any other Person in connection with a disposition of such Subsidiary if such Subsidiary, after giving effect thereto, is no longer a Subsidiary of the Borrower so long as the disposition of such Subsidiary does not constitute all or substantially all of the assets of the Borrower corporation and (vB) in the case of any Subsidiary of such merger to which any Loan Party (other than the Borrower may merge or consolidate into another Person if Borrower) is a party, such Loan Party is the surviving Person of such merger or consolidation shall become a Subsidiary of the Borrower, corporation; provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom.

Mergers, Etc. Merge The Borrower will not merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or permit any of its Subsidiaries to do so, except that (i) any Subsidiary of the Borrower may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of assets to, any other Subsidiary of the Borrower, (ii) any Subsidiary of the Borrower may merge into or convey, transfer, lease or otherwise dispose of assets to the Borrower, (iii) any Subsidiary of the Borrower may merge into or dispose of assets to any other Person so long as the Borrower delivers to the Administrative Agent a certificate demonstrating pro forma compliance with Section 6.07 after giving effect to such transaction, (iv) any Subsidiary of the Borrower may merge with any other Person so long as such Subsidiary (or another wholly-owned Subsidiary of the Borrower) is the surviving corporation and (v) the Borrower may merge with any other Person so long as the Borrower is the surviving corporation, (iv) any Subsidiary of the Borrower may merge into another Person or convey, transfer, lease or otherwise dispose of assets to any other Person in connection with a disposition of such Subsidiary if such Subsidiary, after giving effect thereto, is no longer a Subsidiary of the Borrower so long as the disposition of such Subsidiary does not constitute all or substantially all of the assets of the Borrower and (v) any Subsidiary of the Borrower may merge or consolidate into another Person if the surviving Person of such merger or consolidation shall become a Subsidiary of the Borrower, provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom.

Mergers, Etc. Merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets excluding for the avoidance of doubt (i) any transfer of cash, cash equivalents or marketable securities in the ordinary course of business, (ii) any issuance by a Person of its own equity interests, (iii) any transfer for security purposes that is permitted by Section 5.02(a) and (iv) any casualty loss, governmental taking or similar disposition) (whether now owned or hereafter acquired) to, any Person, or permit any of its Material Subsidiaries to do so, except that (i) any Material Subsidiary of the Borrower may merge or consolidate with or into, or transfer, convey, transfer, lease or otherwise dispose of assets to, any other Subsidiary of the Borrower, (ii) any Material Subsidiary of the Borrower may merge into or convey, transfer, lease lease, convey or otherwise dispose of assets to the Borrower, Borrower and (iii) the Borrower may merge with any other Person so long as the Borrower is the surviving corporation, (iv) any into a wholly owned Subsidiary of the Borrower may merge into another Person that has no material assets or convey, transfer, lease or otherwise dispose liabilities for the sole purpose of assets to any other Person in connection with a disposition changing the state of such Subsidiary if such Subsidiary, after giving effect thereto, is no longer a Subsidiary incorporation of the Borrower so long as the disposition of such Subsidiary does not constitute all or substantially all of the assets of the Borrower and (v) any Subsidiary of the Borrower may merge or consolidate into another Person if the surviving Person of such merger or consolidation shall become a Subsidiary expressly assume the liabilities of the BorrowerBorrower under this Agreement and the Notes, provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefromtherefrom and provided, further, that the foregoing shall not restrict (A) the Borrower or its Material Subsidiaries in respect of conveyances, transfers, leases or other dispositions (i) of inventory, or obsolete, used or surplus property in the ordinary course of business or (ii) in respect of any Permitted Receivables Financing or (B) the sale of all or any portion of the equity interest in, or all or any portion of the assets of, Snap-On Credit LLC or any of its Subsidiaries, so long as such sale is conducted in an arm’s length transaction and the Borrower (or a Subsidiary of the Borrower) shall receive all of the net proceeds from any such sale.

Mergers, Etc. Merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or permit any of its Subsidiaries to do so, except that (i) any Subsidiary of the Borrower may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of assets to, any other Subsidiary of the Borrower, (ii) any Subsidiary of the Borrower may merge into or convey, transfer, lease or otherwise dispose of assets to the Borrower, (iii) the Borrower may merge with any other Person so long as the Borrower is the surviving corporation, corporation and (iv) any Subsidiary or Subsidiaries of the Borrower may merge into another Person or conveyconsolidate with or into, transfer, lease or otherwise dispose of assets to to, any other Person in connection with a disposition of such Subsidiary if such Subsidiary, after giving effect thereto, is no longer a Subsidiary of the Borrower so long as the disposition assets of such Subsidiary does Subsidiaries, in aggregate, do not constitute all or substantially all of the assets of the Borrower and (v) any Subsidiary or of the Borrower may merge or consolidate into another Person if the surviving Person of such merger or consolidation shall become and its Subsidiaries taken as a Subsidiary of the Borrowerwhole, providedPROVIDED, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom.

Mergers, Etc. Merge or consolidate with or into, or convey, ------------ transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, to any Person, or permit any of its Subsidiaries to do so, except that except: (i) for transactions permitted under Section 5.02(e)(iii) hereof, (ii) any wholly-owned Subsidiary of the any Borrower may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of assets to, into any other wholly-owned Subsidiary of the such Borrower or any wholly-owned Subsidiary of any other Borrower, and (iiiii) any wholly-owned Subsidiary of the such Borrower may merge into or convey, transfer, lease or otherwise dispose of assets to the Borrower, (iii) the Borrower may merge with any other Person so long as the Borrower is the surviving corporation, (iv) any Subsidiary of the Borrower may merge into another Person or convey, transfer, lease or otherwise dispose of assets to any other Person in connection with a disposition of such Subsidiary if such Subsidiary, after giving effect thereto, is no longer a Subsidiary of the Borrower so long as the disposition of such Subsidiary does not constitute all or substantially all of the assets of the Borrower and (v) any Subsidiary of the Borrower may merge or consolidate into another Person if the surviving Person of such merger or consolidation shall become a Subsidiary of the Borrower, provided, however, that (x) in each such case, that no Default shall have -------- ------- occurred and be continuing at the time of such proposed transaction or would result therefrom, (y) in the case of any such merger in which such Borrower is a party (A) such Borrower is the surviving corporation (except in the case of any such merger in which ADL is a party, in which case ADL shall be the surviving corporation) and (B) such Borrower shall be in the same line of business as conducted by it immediately prior to such merger and (z) in the case of any such merger or consolidation of any Domestic Subsidiary with any Foreign Subsidiary, the surviving entity shall be a Domestic Subsidiary.

Mergers, Etc. Merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (other than Margin Stock) (whether now owned or hereafter acquired) to, any Person, or permit any member of its Subsidiaries the Consolidated Group to do so, except that that: (i) any Subsidiary member of (x) the Consolidated Group other than the Borrower may merge or consolidate with or into, or convey, transfer, lease or otherwise (y) the Consolidated Group may dispose of assets to, in each case, any other Subsidiary member of the Borrower, Consolidated Group; (ii) any Subsidiary of the Borrower may merge into or convey, transfer, lease or otherwise dispose of assets to the Borrower, (iii) the Borrower may merge with any other Person so long as (A) the Borrower is the surviving corporationentity or (B) the surviving entity shall succeedassume, (iv) any Subsidiary by agreement reasonably satisfactory in form and substance to the Required Lenders, to all of the businesses and operations of the Borrower and shall assume all of the rights and obligations of the Borrower under this Agreement and the other Loan Documents; (iii) any member of the Consolidated Group (other than the Borrower) may merge or consolidate with or into another Person or Person, convey, transfer, lease or otherwise dispose of all or any portion of its assets to any other Person in connection with a disposition of such Subsidiary if such Subsidiary, after giving effect thereto, is no longer a Subsidiary of the Borrower so long as (A) the disposition consideration received in respect of such Subsidiary does not constitute all merger, consolidation, conveyance, transfer, lease or substantially all other disposition is at least equal to the fair market value of the such assets of the Borrower and (vB) any Subsidiary of the Borrower may merge no Material Adverse Effect would reasonably be expected to result from such merger, consolidation, conveyance, transfer, lease or consolidate into another Person if the surviving Person of such merger or consolidation shall become a Subsidiary of the Borrower, other disposition; provided, in each casethe cases of clause (i), (ii) and (iii) hereof, that no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom.

Mergers, Etc. Merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or permit any of its Subsidiaries to do so, except that (i) any Subsidiary of the Borrower may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of their assets to, any Person (other Subsidiary of than the BorrowerBorrower or any Subsidiary), except that (iii) any Subsidiary of Person primarily engaged in the Borrower communications business may merge into or convey, transfer, lease or otherwise dispose of assets to the Borrower, (iii) consolidate with the Borrower may merge with any other Person so long as the Borrower is the surviving corporation, (ivii) any Subsidiary of the Borrower Subsidiaries may merge into another Person into, consolidate with or convey, transfer, lease or otherwise dispose of assets to any Persons other Person in connection with a disposition of such Subsidiary if such Subsidiarythan the Borrower and its Subsidiaries so long as, after giving effect theretoto such transaction, is no longer the Subsidiaries, taken as a Subsidiary whole, have not disposed of the Borrower so long as the disposition of such Subsidiary does not constitute all or substantially all of the assets of the Borrower their assets, and (viii) any Subsidiary of the Borrower may merge or consolidate into another Person if with any of its Subsidiaries so long as the surviving Person of such merger or consolidation shall become a Subsidiary corporation assumes all obligations of the BorrowerBorrower hereunder and under the Notes and such surviving corporation has a Public Debt Rating from at least one of ▇▇▇▇▇'▇ and S&P of better than or equal to Baa2 and BBB, respectively, provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom.

Mergers, Etc. Merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its the assets (whether now owned or hereafter thereafter acquired) of the Borrower and its Subsidiaries, taken as a whole, to, any Person, or permit any of its Subsidiaries to do so, except that (i) any Subsidiary of the Borrower may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of substantially all of its assets to, any one or more other Subsidiary Subsidiaries of the Borrower, (ii) and any Subsidiary of the Borrower may merge into or convey, transfer, lease or otherwise dispose of substantially all or substantially all of its assets to the BorrowerBorrower and one or more other Subsidiaries, (iiiii) the Borrower may merge with any other Person so long as the Borrower is the surviving corporation, corporation and (iviii) any Subsidiary of the Borrower may merge into another Person or conveyconsolidate with or into, transfer, lease or otherwise dispose of all or substantially all of its assets to to, any other Person so long as such merger or disposition does not (whether in connection with one transaction or in a series of transactions) constitute a disposition of such Subsidiary if such Subsidiary, after giving effect thereto, is no longer a Subsidiary of the Borrower so long as the disposition of such Subsidiary does not constitute all or substantially all of the assets of the Borrower and (v) its Subsidiaries, taken as a whole, provided, that, in the case of any Subsidiary of the Borrower may merge or consolidate into another Person if the surviving Person of such merger or consolidation shall become in accordance with clause (i) above in which a Principal Domestic Subsidiary merges or consolidates with any Subsidiary (other than another Principal Domestic Subsidiary) of the Borrower, such Principal Domestic Subsidiary is the surviving corporation, and provided, further, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom.

Mergers, Etc. Merge Enter into any merger or consolidate consolidation with or intoacquire all or substantially all of the assets of any Person, or conveysell, transferassign, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, to any Person, or permit any of except that: (a) URC and its Subsidiaries may acquire new restaurants (whether through the purchase of stock or assets), so long as no Default has occurred and continues to do soexist hereunder or would, except that after giving effect to such acquisition, occur; (b) URC and its Subsidiaries may engage in transactions permitted under Section 9.4 hereof; and (c) So long as no Default has occurred and continues to exist hereunder or would, after giving effect to such transaction, occur, (i) UFI, PUC and any Subsidiary of the Borrower may merge or consolidate with or into, merge into the Borrower or convey, transfer, lease or otherwise dispose of assets to, any other Subsidiary of the Borrower, (ii) any Subsidiary of the Borrower may merge into or convey, transfer, lease or otherwise dispose of assets to the Borrower, (iii) the Borrower may merge with any other Person so long as the Borrower is the surviving corporation, (iv) any Subsidiary of the Borrower may merge into another Person or convey, transfer, lease or otherwise dispose of assets to any other Person in connection with a disposition of such Subsidiary if such Subsidiary, after giving effect thereto, is no longer a wholly-owned Subsidiary of the Borrower so long as in any merger involving the disposition Borrower, the Borrower shall be the surviving corporation, and (ii) the Borrower and any Subsidiary of such Subsidiary does not constitute the Borrower may acquire all or substantially all of the assets of any other Subsidiary of the Borrower Borrower, and (viii) UFI, PUC and any Subsidiary of the Borrower may merge sell, assign, lease or consolidate into another Person if otherwise dispose of all or substantially all of its assets to the surviving Person of such merger Borrower or consolidation shall become a any other wholly-owned Subsidiary of the Borrower, provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom.

Mergers, Etc. Merge or consolidate with or intointo (or permit any of its Subsidiaries to do so), or or, in the case of the Guarantor, convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its the consolidated assets (whether now owned or hereafter acquired) to, any Person, or permit any of the Guarantor and its Subsidiaries to do sotaken as a whole, except that that: (i) any Subsidiary of the Borrower Guarantor may merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets to, any other Subsidiary Person so long as, in the case of a merger or consolidation involving a Person that is a Credit Party, the Borrower, requirements of clause (ii) below are satisfied; (ii) any Subsidiary of the Borrower Credit Party may merge into or conveyconsolidate with any other Person (including, transferwithout limitation, lease or otherwise dispose any of assets to its Subsidiaries) so long as such Credit Party is the Borrower, surviving entity; (iii) the Borrower solvent liquidation or reorganization of any member of the Group which is not a Credit Party is permitted so long as any payments or assets distributed as a result of such liquidation or reorganization are distributed to any other member of the Group; and (iv) any Credit Party may merge or consolidate with any other Person so long as the Borrower is surviving entity has the surviving corporationobligations expressed to be assumed by the relevant Credit Party hereunder and legal opinions in form and content satisfactory to the Lender have been delivered to it; provided, in the case of clauses (ii) and (iv) any Subsidiary of the Borrower may merge into another Person or convey, transfer, lease or otherwise dispose of assets to any other Person in connection with a disposition of such Subsidiary if such Subsidiary, after giving effect thereto, is no longer a Subsidiary of the Borrower so long as the disposition of such Subsidiary does not constitute all or substantially all of the assets of the Borrower and (v) any Subsidiary of the Borrower may merge or consolidate into another Person if the surviving Person of such merger or consolidation shall become a Subsidiary of the Borrower, provided, in each caseabove, that no Default shall have occurred and be continuing at the time of such proposed transaction merger, consolidation, conveyance, transfer, lease or would disposition, or shall occur as a result therefromthereof.

Mergers, Etc. Merge No Borrower will merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or permit any of its the Material Subsidiaries to do so, except that (i) any Material Subsidiary of the Borrower (other than any Foreign Subsidiary Borrower) may merge or consolidate with or into, or dispose of assets to, any other Material Subsidiary or any other Subsidiary of the Parent Borrower that shall become a Material Subsidiary as a result of such transaction, (ii) any Material Subsidiary (other than any Foreign Subsidiary Borrower) may merge into or dispose of assets to the Parent Borrower, (iii) the Parent Borrower may merge with any other Person as long as the Parent Borrower is the surviving entity and (iv) any Foreign Subsidiary Borrower may merge into, or convey, transfer, lease or otherwise dispose of assets to, any other Subsidiary of the Borrower, (ii) any Subsidiary of the Borrower may merge into or convey, transfer, lease or otherwise dispose of assets to the Borrower, (iii) the Borrower may merge with any other Person so long as the Borrower is the surviving corporation, (iv) any Subsidiary of the Borrower may merge into another Person or convey, transfer, lease or otherwise dispose of assets to any other Person in connection with a disposition of such Subsidiary if such Subsidiary, after giving effect thereto, is no longer a Subsidiary of the Borrower so long as the disposition of such Subsidiary does not constitute all or substantially all of its assets to, the assets Parent Borrower or any other Subsidiary that is (or, simultaneously with such transaction, becomes) a Foreign Subsidiary Borrower and that has satisfied (or, simultaneously with such transaction, satisfies), as of the Borrower and (v) any Subsidiary of the Borrower may merge or consolidate into another Person if the surviving Person date of such merger or consolidation shall become a Subsidiary transaction, the conditions set forth in Section 3.03 with respect to any Extensions of the BorrowerCredit assumed by it, provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom.

Mergers, Etc. Merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (other than Margin Stock) (whether now owned or hereafter acquired) to, any Person, or permit any member of its Subsidiaries the Consolidated Group to do so, except that that: (i) any Subsidiary member of (x) the Consolidated Group other than the Borrower may merge or consolidate with or into, or convey, transfer, lease or otherwise (y) the Consolidated Group may dispose of assets to, in each case, any other Subsidiary member of the Borrower, Consolidated Group; (ii) any Subsidiary of the Borrower may merge into or convey, transfer, lease or otherwise dispose of assets to the Borrower, (iii) the Borrower may merge with any other Person so long as (A) the Borrower is the surviving corporationentity or (B) the surviving entity shall succeed, (iv) any Subsidiary by agreement reasonably satisfactory in form and substance to the Required Lenders, to all of the businesses and operations of the Borrower and shall assume all of the rights and obligations of the Borrower under this Agreement and the other Loan Documents; (iii) any member of the Consolidated Group (other than the Borrower) may merge or consolidate with or into another Person or Person, convey, transfer, lease or otherwise dispose of all or any portion of its assets to any other Person in connection with a disposition of such Subsidiary if such Subsidiary, after giving effect thereto, is no longer a Subsidiary of the Borrower so long as (A) the disposition consideration received in respect of such Subsidiary does not constitute all merger, consolidation, conveyance, transfer, lease or substantially all other disposition is at least equal to the fair market value of the such assets of the Borrower and (vB) any Subsidiary of the Borrower may merge no Material Adverse Effect would reasonably be expected to result from such merger, consolidation, conveyance, transfer, lease or consolidate into another Person if the surviving Person of such merger or consolidation shall become a Subsidiary of the Borrower, other disposition; provided, in each casethe cases of clause (i), (ii) and (iii) hereof, that no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom.

Mergers, Etc. Merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or permit any of its Material Subsidiaries to do so, except that (i) any Subsidiary of the Borrower (other than any Company) may merge or consolidate with or into, or convey, transfer, lease convey or otherwise dispose of assets to, any other Subsidiary of the BorrowerSubsidiary, (ii) any Subsidiary of the Borrower Companies and any Material Subsidiary may merge into or convey, transfer, lease convey or otherwise dispose of assets to the Borrower, (iii) the Borrower may merge with any other Person so long as the Borrower is the surviving corporation, (iv) any Subsidiary of the Borrower may merge into another Person or convey, transfer, lease or otherwise dispose of assets to any other Person in connection with a disposition of such Subsidiary if such Subsidiary, after giving effect thereto, is no longer a Subsidiary of the Borrower so long as Companies, (iii) Harley may merge into a wholly-owned Subsidiary that has no material assets or liabilities for the disposition sole purpose of such Subsidiary does not constitute all or substantially all changing the state of incorporation of Harley if the assets surviving corporation shall expressly assume the liabilities of Harley under this Agreement and the Borrower other Loan Documents and (viv) any Subsidiary of the Borrower Guarantor may merge or consolidate into another with a Person if (other than a Borrower) in a transaction in which such Guarantor is the surviving Person of such merger or consolidation shall become a Subsidiary of the Borrower, entity; provided, in each case, that no Unmatured Default shall have occurred and be continuing at the time of such proposed transaction or would result therefromafter giving effect thereto and provided, further, that the foregoing shall not restrict any of the Companies or any Material Subsidiaries in respect of dispositions of inventory, cash or obsolete, used or surplus equipment or other Property in the ordinary course of business or in respect of any Permitted Finance Receivables Securitization and provided, further, that the foregoing shall not restrict any of the Companies or any Material Subsidiaries from selling or disposing of any Property located in the City of Franklin or on Capitol Drive, in Wisconsin, in connection with the restructuring contemplated in the Form 8-K of Harley dated January 21, 2009.

Mergers, Etc. Merge The Borrower will not, and will not permit any Subsidiary to, merge into or with or consolidate with or intoany other Person, or conveypermit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets Property to any other Person (whether now owned or hereafter acquired) to(any such transaction, any Persona “consolidation”), or permit any of its Subsidiaries to do so, except that liquidate or dissolve; provided that (ia) any Subsidiary of may participate in a consolidation with the Borrower may merge (provided that the Borrower shall be the continuing or consolidate with surviving corporation) or into, or convey, transfer, lease or otherwise dispose of assets to, any other Subsidiary that is a Domestic Subsidiary (provided that if one of such Subsidiaries is a Wholly-Owned Subsidiary, then the Borrower, surviving Person shall be a Wholly-Owned Subsidiary); (iib) any Subsidiary sale of the Borrower may merge into or convey, transfer, lease or otherwise dispose of assets to the Borrower, (iii) the Borrower may merge with any other Person so long as the Borrower is the surviving corporation, (iv) any Subsidiary of the Borrower may merge into another Person or convey, transfer, lease or otherwise dispose of assets to any other Person in connection with a disposition of such Subsidiary if such Subsidiary, after giving effect thereto, is no longer a Subsidiary of the Borrower so long as the disposition of such Subsidiary does not constitute all or substantially all of the assets of any Subsidiary provided that such sale is permitted by Section 9.12(d); (c) any Subsidiary may liquidate or dissolve if (i) the continued existence and operation of such Subsidiary is no longer in the best interests of the Borrower and its Subsidiaries taken as a whole (v) any Subsidiary of the Borrower may merge or consolidate into another Person if the surviving Person of such merger or consolidation shall become as determined by a Subsidiary Responsible Officer of the Borrower), provided(ii) such liquidation and dissolution is not disadvantageous in any material respect to the Lenders, in each caseand (iii) at the time thereof and immediately after giving effect thereto, that no Default shall have occurred occur and be continuing at the time of such proposed transaction or and no Borrowing Base Deficiency would result therefrom; and (d) any sale or other disposition permitted by Section 9.12.