Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Restricted Subsidiaries to do so, except that: (i) any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with any other Restricted Subsidiary of the Borrower or with the Borrower; provided that, in the case of any such merger, consolidation or amalgamation, the Person formed by such merger, consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower or the Borrower; and provided further that, in the case of any such merger, consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, consolidation or amalgamation shall be a Subsidiary Guarantor or the Borrower; (ii) as part of any acquisition permitted under Section 5.02(f), any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with any other Person or permit any other Person to merge into or consolidate or amalgamate with it; provided that the Person surviving such merger, consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower; and provided further that, in the case of any merger, consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, consolidation or amalgamation shall be a Subsidiary Guarantor; (iii) as part of any Transfer permitted under Section 5.02(e), any Restricted Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; and (iv) any Restricted Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect and the assets of such Restricted Subsidiary are distributed to a Loan Party (other than to the Parent or either Holdings Entity).
Appears in 3 contracts
Samples: Asset Based Loan Credit Agreement (Express, Inc.), Asset Based Loan Credit Agreement (Express, Inc.), Asset Based Loan Credit Agreement (Express, Inc.)
Mergers, Etc. Merge Other than as required to consummate the Merger Transactions, merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Restricted Subsidiaries to do so, except that:
(i) any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with any other Restricted Subsidiary of the Borrower or with the Borrower; provided , provided, that, in the case of any such merger, consolidation merger or amalgamationconsolidation, the Person formed by such merger, merger or consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower or the Borrower; , and provided further provided, further, that, in the case of any such merger, merger or consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, merger or consolidation or amalgamation shall be a Subsidiary Guarantor or the Borrower;
(ii) as part of any acquisition permitted under Section 5.02(f), any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with any other Person or permit any other Person to merge into or consolidate or amalgamate with it; provided that the Person surviving such merger, consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower; and provided further that, in the case of any merger, consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, consolidation or amalgamation shall be a Subsidiary Guarantor;
(iiiii) as part subject to the conditions of any Transfer permitted under Section 5.02(e5.02(f)(vii), any Restricted Subsidiary of the Borrower or BTI may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it, provided, that the Person formed by such merger or consolidation shall be a Subsidiary of the Borrower or BTI;
(iii) in connection with any sale or other disposition permitted under Section 5.02(e) (other than clause (ii) thereof), any Subsidiary of the Borrower or BTI may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it;
(iv) BTI may merge into or consolidate with any Subsidiary of BTI, the Borrower or any Subsidiary of the Borrower, provided, that the Person formed by such merger or consolidation (other than the Borrower) shall be a Subsidiary Guarantor;
(v) any Subsidiary of the Borrower may merge into or consolidate with the Borrower, BTI or any Subsidiary of BTI, provided, that the Person formed by such merger or consolidation (other than the Borrower) shall be a Subsidiary Guarantor;
(vi) any Subsidiary of BTI may merge into or consolidate with BTI, the Borrower or any Subsidiary of the Borrower or BTI, provided, that the Person formed by such merger or consolidation (other than the Borrower) shall be a Subsidiary Guarantor;
(vii) any Person may merge into the Borrower, provided, that either (A)(1) the Parent and its Subsidiaries are in compliance with Sections 5.02(a), (b) and (f) on the date of such merger and after giving effect thereto, (2) the consideration for such merger consists solely of Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock, (3) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case, for the most recent twelve full months preceding the date of such merger, (4) immediately preceding the date of such merger, the value of the Current Assets of such Person minus unsecured Debt for Borrowed Money of such Person to be assumed in such merger minus Capitalized Leases of such Person to be assumed in such merger is at least $1.00, and (5) if the date of such merger shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such merger; or (B) the Required Lenders consent to such merger; and
(ivviii) any Restricted Subsidiary of the Parent other than the Borrower may dissolve, liquidate merge into or wind up its affairs at consolidate with any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect and the assets of such Restricted Subsidiary are distributed to a Loan Party other Person (other than a Subsidiary of the Parent) or permit any such other Person to merge into or consolidate with it (other than, in either such case, in a transaction referred to in clause (ii) or (iii) above), provided, that the requirements of clause (vii) above shall be satisfied with respect to such Person and such merger or consolidation and provided, further, that the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; provided, that in each case, immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default and in the case of any such merger to which the Borrower is a party, (i) the Borrower is the surviving corporation, and (ii) except as permitted by Section 5.02(f)(v), such merger does not adversely affect the Debt Rating, if any. The calculations referred to in clauses (vii)(A)(3) and (vii)(A)(4) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual merger or either Holdings Entity)consolidation to which such calculations shall apply.
Appears in 3 contracts
Samples: Amendment to the Schedules and the Leases (Itc Deltacom Inc), Amendment to the Schedules and the Leases (Itc Deltacom Inc), Credit Agreement (Itc Deltacom Inc)
Mergers, Etc. Merge into into, amalgamate or consolidate with any Person or permit any Person to merge into it, or permit any of its Restricted Subsidiaries to do so, except that:
(i) any Restricted Subsidiary of the Borrower Parent may merge into into, amalgamate or consolidate or amalgamate with any other Restricted Subsidiary of the Borrower or with the Borrower; Parent, provided that, in the case of any such merger, consolidation amalgamation or amalgamationconsolidation, the Person formed by such merger, amalgamation or consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower or the Borrower; and Parent, provided further that, in the case of any such merger, amalgamation or consolidation or amalgamation to which a Subsidiary Guarantor Borrower is a party, the Person formed by such merger, amalgamation or consolidation or amalgamation shall be a Subsidiary Guarantor or the such Borrower;
(ii) as part any Subsidiary of any acquisition permitted under Section 5.02(f), any Restricted Subsidiary of the Borrower may merge into or consolidate or into, amalgamate with any other Person or permit any other Person to merge into or consolidate or amalgamate with it; provided that the Person surviving such merger, consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower; and provided further that, in the case of any merger, consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, consolidation or amalgamation shall be a Subsidiary Guarantor;
(iii) as part of any Transfer permitted under Section 5.02(e), any Restricted Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into into, amalgamate or consolidate with it; provided that the Person surviving such merger, amalgamation or consolidation shall be a wholly owned Subsidiary of such Borrower;
(iii) in connection with any sale or other disposition permitted under Section 5.02(d), any Subsidiary of the Parent may merge into, amalgamate or consolidate with any other Person or permit any other Person to merge into, amalgamate or consolidate with it; and
(iv) any Restricted Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect and the assets of such Restricted Subsidiary are distributed to a Loan Party (other than to the Parent or either Holdings Entity)any other Borrower may merge into, amalgamate or consolidate with any other Person; provided that, in the case of any such merger, amalgamation or consolidation, the Person formed by such merger, amalgamation or consolidation shall be the Parent or such Borrower, as the case may be; provided, however, that in each case, immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default.
Appears in 3 contracts
Samples: Credit Agreement (Ace LTD), Credit Agreement (Ace LTD), Credit Agreement (Ace LTD)
Mergers, Etc. Merge into or amalgamate or consolidate with any Person or permit any Person to merge into it, or permit any of its Restricted Subsidiaries to do so, except that:
(i) any Restricted Subsidiary of the Borrower Parent may merge into or amalgamate or consolidate or amalgamate with any other Restricted Subsidiary of the Borrower or with the Borrower; Parent, provided that, in the case of any such merger, consolidation amalgamation or amalgamationconsolidation, the Person formed by such merger, amalgamation or consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower or the Borrower; and Parent, provided further that, in the case of any such merger, amalgamation or consolidation or amalgamation to which a Subsidiary Guarantor an Account Party is a party, the Person formed by such merger, amalgamation or consolidation or amalgamation shall be a Subsidiary Guarantor or the Borrowersuch Account Party;
(ii) as part any Subsidiary of any acquisition permitted under Section 5.02(f), any Restricted Subsidiary of the Borrower Account Party may merge into or amalgamate or consolidate or amalgamate with any other Person or permit any other Person to merge into into, amalgamate or consolidate or amalgamate with it; provided that the Person surviving such merger, amalgamation or consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower; and provided further that, in the case of any merger, consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, consolidation or amalgamation shall be a Subsidiary GuarantorAccount Party;
(iii) as part of in connection with any Transfer sale or other disposition permitted under Section 5.02(e5.02(d), any Restricted Subsidiary of the Borrower Parent may merge into or amalgamate or consolidate with any other Person or permit any other Person to merge into or amalgamate or consolidate with it; and
(iv) any Restricted Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect and the assets of such Restricted Subsidiary are distributed to a Loan Party (other than to the Parent or either Holdings Entity)any Account Party may merge into or amalgamate or consolidate with any other Person; provided that, in the case of any such merger, amalgamation or consolidation, the Person formed by such merger, amalgamation or consolidation shall be the Parent or such Account Party, as the case may be; provided, however, that in each case, immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default.
Appears in 3 contracts
Samples: Reimbursement Agreement (Ace LTD), Reimbursement Agreement (Ace LTD), Reimbursement Agreement (Ace LTD)
Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Restricted Subsidiaries to do so, except that:
(i) any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with any other Restricted Subsidiary of the Borrower or with any other Subsidiary of the Borrower; provided that, that (A) in the case of any such merger, merger or consolidation or amalgamationto which the Borrower is a party, the Person formed by such merger, consolidation or amalgamation Borrower shall be a wholly owned the surviving entity and (other than directors’ qualifying shares or other nominal issuance in order to comply with local lawsB) Restricted Subsidiary of the Borrower or the Borrower; and provided further that, in the case of any such merger, merger or consolidation or amalgamation to in which a Subsidiary Guarantor the Borrower is not a party, the Person formed by such merger, merger or consolidation or amalgamation shall be a wholly owned Subsidiary Guarantor or of the Borrower;
(ii) as part of the Borrower or any acquisition permitted under Section 5.02(f), any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with any other Person or permit any other Person to merge into or consolidate or amalgamate with it; provided that the Person surviving such merger, consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local lawsA) Restricted Subsidiary of the Borrower; and provided further that, in the case of any merger, such merger or consolidation or amalgamation to which the Borrower is a Subsidiary Guarantor party, the Borrower shall be the surviving entity and (B) in the case of any such merger or consolidation in which the Borrower is not a party, the Person formed by such merger, merger or consolidation or amalgamation shall be a wholly owned Subsidiary Guarantorof the Borrower;
(iii) as part of any Transfer sale or other disposition permitted under Section 5.02(e), any Restricted Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; and
(iv) any Restricted Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time; provided dissolve if the Borrower determines in good faith that such dissolution, liquidation or winding up, as applicable, could dissolution is in the best interest of the Borrower and is not reasonably be expected to have a Material Adverse Effect and the assets of such Restricted Subsidiary are distributed to a Loan Party (other than materially disadvantageous to the Parent or either Holdings Entity)Lenders; provided, however, that in each case, immediately before and after giving effect thereto, no Default shall have occurred and be continuing.
Appears in 2 contracts
Samples: Credit Agreement (Td Ameritrade Holding Corp), Credit Agreement (Td Ameritrade Holding Corp)
Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Restricted Subsidiaries to do so, except that:
(i) the Company may consummate the Acquisition;
(ii) any Restricted Subsidiary of the Borrower Company may merge into or consolidate or amalgamate with any other Restricted Subsidiary of the Borrower or with the BorrowerCompany; provided that, in the case of any such merger, consolidation merger or amalgamationconsolidation, the Person formed by such merger, merger or consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Wholly-Owned Subsidiary of the Borrower or the BorrowerCompany; and provided further that, in the case of any such merger, merger or consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, merger or consolidation or amalgamation shall be a Subsidiary Guarantor or the BorrowerGuarantor;
(iiiii) as part of any acquisition permitted under Section 5.02(f5.02(g), any Restricted Subsidiary of the Borrower Company may merge into or consolidate or amalgamate with any other Person or permit any other Person to merge into or consolidate or amalgamate with it; provided that the Person surviving such merger, consolidation or amalgamation merger shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Wholly-Owned Subsidiary of the BorrowerCompany; and provided further that, in the case of any merger, merger or consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, merger or consolidation or amalgamation shall be a Subsidiary Guarantor;
(iiiiv) as part of any Transfer sale or other disposition permitted under Section 5.02(e5.02(f) (other than clause (ii) thereof), any Restricted Subsidiary of the Borrower Company may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; and
(ivv) any Restricted Subsidiary of the Company's Subsidiaries may dissolvemerge into the Company; provided, liquidate or wind up its affairs at however, that in each case, immediately before and after giving effect thereto, no Default shall have occurred and be continuing and, in the case of any time; provided that such dissolutionmerger to which the Company is a party, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect and the assets of such Restricted Subsidiary are distributed to a Loan Party (other than to Company is the Parent or either Holdings Entity)surviving corporation.
Appears in 2 contracts
Samples: Credit Agreement (Chemtura CORP), Credit Agreement (Chemtura CORP)
Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Restricted Subsidiaries to do so, except that:
(i) any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with any other Restricted Subsidiary of the Borrower or with the Borrower; provided that, in the case of any such merger, consolidation merger or amalgamationconsolidation, the Person formed by such merger, merger or consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower or the Borrower; and provided further that, in the case of any such merger, merger or consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, merger or consolidation or amalgamation shall be a Subsidiary Guarantor or the Borrower;
(ii) as part of any acquisition permitted under Section 5.02(f), any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with any other Person or permit any other Person to merge into or consolidate or amalgamate with it; provided that the Person surviving such merger, consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower; and provided further that, in the case of any merger, consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, consolidation or amalgamation shall be a Subsidiary Guarantor;
(iii) as part of any Transfer permitted under Section 5.02(e), any Restricted Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; andprovided that the Person surviving such merger shall be a wholly owned Subsidiary of the Borrower; and provided further that, in the case of any merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor;
(iii) as part of any Transfer permitted under Section 5.02(e), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it;
(iv) any Restricted Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect and Effect;
(v) the assets of such Restricted Subsidiary are distributed to a Loan Party Parties may perform the Transactions as contemplated by the Transaction Documents; and
(other than to the Parent or either Holdings Entity)vi) Retail Factoring, LLC may be dissolved.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Express Parent LLC), Term Loan Credit Agreement (Express Parent LLC)
Mergers, Etc. Merge Other than as required to consummate the Merger Transactions, merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Restricted Subsidiaries to do so, except that:
(i) any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with any other Restricted Subsidiary of the Borrower or with the Borrower; provided , provided, that, in the case of any such merger, consolidation merger or amalgamationconsolidation, the Person formed by such merger, merger or consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower or the Borrower; , and provided further provided, further, that, in the case of any such merger, merger or consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, merger or consolidation or amalgamation shall be a Subsidiary Guarantor or the Borrower;
(ii) as part of any acquisition permitted under Section 5.02(f), any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with any other Person or permit any other Person to merge into or consolidate or amalgamate with it; provided that the Person surviving such merger, consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower; and provided further that, in the case of any merger, consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, consolidation or amalgamation shall be a Subsidiary Guarantor;
(iiiii) as part subject to the conditions of any Transfer permitted under Section 5.02(e5.02(f)(vii), any Restricted Subsidiary of the Borrower or BTI may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it, provided, that the Person formed by such merger or consolidation shall be a Subsidiary of the Borrower or BTI;
(iii) in connection with any sale or other disposition permitted under Section 5.02(e) (other than clause (ii) thereof), any Subsidiary of the Borrower or BTI may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it;
(iv) BTI may merge into or consolidate with any Subsidiary of BTI, the Borrower or any Subsidiary of the Borrower, provided, that the Person formed by such merger or consolidation (other than the Borrower) shall be a Subsidiary Guarantor;
(v) any Subsidiary of the Borrower may merge into or consolidate with the Borrower, BTI or any Subsidiary of BTI, provided, that the Person formed by such merger or consolidation (other than the Borrower) shall be a Subsidiary Guarantor;
(vi) any Subsidiary of BTI may merge into or consolidate with BTI, the Borrower or any Subsidiary of the Borrower or BTI, provided, that the Person formed by such merger or consolidation (other than the Borrower) shall be a Subsidiary Guarantor;
(vii) any Person may merge into the Borrower, provided, that either (A)(1) the Parent and its Subsidiaries are in compliance with Sections 5.02(a), (b) and (f) on the date of such merger and after giving effect thereto, (2) the consideration for such merger consists solely of Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock, (3) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case, for the most recent twelve full months preceding the date of such merger, (4) immediately preceding the date of such merger, the value of the Current Assets of such Person minus unsecured Debt for Borrowed Money of such Person to be assumed in such merger minus Capitalized Leases of such Person to be assumed in such merger is at least $1.00, and (5) if the date of such merger shall occur within twelve months after the Merger Closing Date, the Chief Financial Officer of the Borrower shall certify to the Administrative Agent that the Minimum Required Synergies shall be achieved prior to the date of such merger; or (B) the Required Lenders consent to such merger; and
(ivviii) any Restricted Subsidiary of the Parent other than the Borrower may dissolve, liquidate merge into or wind up its affairs at consolidate with any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect and the assets of such Restricted Subsidiary are distributed to a Loan Party other Person (other than a Subsidiary of the Parent) or permit any such other Person to merge into or consolidate with it (other than, in either such case, in a transaction referred to in clause (ii) or (iii) above), provided, that the requirements of clause (vii) above shall be satisfied with respect to such Person and such merger or consolidation, and provided, further, that the Person formed by such merger or consolidation shall be a Subsidiary Guarantor; provided, that in each case, immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default and in the case of any such merger to which the Borrower is a party, (i) the Borrower is the surviving corporation, and (ii) except as permitted by Section 5.02(f)(v), such merger does not adversely affect the Debt Rating, if any. The calculations referred to in clauses (vii)(A)(3) and (vii)(A)(4) above shall be made on a Consolidated basis with respect to all Persons that shall become Subsidiaries of the Parent as a result of any individual merger or either Holdings Entity)consolidation to which such calculations shall apply.
Appears in 2 contracts
Samples: Amendment to the Schedules and the Leases (Itc Deltacom Inc), Credit Agreement (Itc Deltacom Inc)
Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Restricted Subsidiaries to do so, except that:
(i) any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with any other Restricted Subsidiary of the Borrower or with the Borrower; provided , provided, that, in the case of any such merger, consolidation merger or amalgamationconsolidation, the Person formed by such merger, merger or consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower or the Borrower; and , provided further that, in the case of any such merger, merger or consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, merger or consolidation or amalgamation shall be a Subsidiary Guarantor or the BorrowerGuarantor;
(ii) as part of in connection with any acquisition permitted under Section 5.02(f), any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with any other Person or permit any other Person to merge into or consolidate or amalgamate with it; provided that the Person surviving such merger, consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower; and provided further that, in the case of any merger, consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, consolidation or amalgamation shall be a Subsidiary Guarantor;
(iii) as part of any Transfer permitted under Section 5.02(e), any Restricted Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; and, provided, that the Person surviving such merger shall be a Restricted Subsidiary of the Borrower;
(iii) in connection with any sale or other disposition permitted under Section 5.02(e) (other than clause (ii) thereof), any Restricted Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it;
(iv) any of the Borrower’s Restricted Subsidiaries may merge into the Borrower; and
(v) any Restricted Subsidiary of the Borrower may dissolvemerge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, liquidate or wind up its affairs at however, that in each case, immediately before and after giving effect thereto, no Default shall have occurred and be continuing and, in the case of any time; provided that such dissolutionmerger to which the Borrower is a party, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect and the assets of such Restricted Subsidiary are distributed to a Loan Party (other than to Borrower is the Parent or either Holdings Entity)surviving corporation.
Appears in 2 contracts
Samples: Credit Agreement (Grubb & Ellis Co), Credit Agreement (Grubb & Ellis Co)
Mergers, Etc. Merge Other than as required to consummate the Merger Transactions, merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Restricted Subsidiaries to do so, except that:
(i) any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with any other Restricted Subsidiary of the Borrower or with the Borrower; provided , provided, that, in the case of any such merger, consolidation merger or amalgamationconsolidation, the Person formed by such merger, merger or consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower or the Borrower; , and provided further provided, further, that, in the case of any such merger, merger or consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, merger or consolidation or amalgamation shall be a Subsidiary Guarantor or the Borrower;
(ii) as part of any acquisition permitted under Section 5.02(f), any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with any other Person or permit any other Person to merge into or consolidate or amalgamate with it; provided that the Person surviving such merger, consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower; and provided further that, in the case of any merger, consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, consolidation or amalgamation shall be a Subsidiary Guarantor;
(iiiii) as part subject to the conditions of any Transfer permitted under Section 5.02(e5.02(f)(vii), any Restricted Subsidiary of the Borrower or BTI may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; and, provided, that the Person formed by such merger or consolidation shall be a Subsidiary of the Borrower or BTI;
(iii) in connection with any sale or other disposition permitted under Section 5.02(e) (other than clause (ii) thereof), any Subsidiary of the Borrower or BTI may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it;
(iv) BTI may merge into or consolidate with any Restricted Subsidiary may dissolveof BTI, liquidate the Borrower or wind up its affairs at any time; provided Subsidiary of the Borrower, provided, that the Person formed by such dissolution, liquidation merger or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect and the assets of such Restricted Subsidiary are distributed to a Loan Party consolidation (other than to the Borrower) shall be a Subsidiary Guarantor;
(v) any Subsidiary of the Borrower may merge into or consolidate with the Borrower, BTI or any Subsidiary of BTI, provided, that the Person formed by such merger or consolidation (other than the Borrower) shall be a Subsidiary Guarantor;
(vi) any Subsidiary of BTI may merge into or consolidate with BTI, the Borrower or any Subsidiary of the Borrower or BTI, provided, that the Person formed by such merger or consolidation (other than the Borrower) shall be a Subsidiary Guarantor;
(vii) any Person may merge into the Borrower, provided, that either (A)(1) the Parent or either Holdings Entityand its Subsidiaries are in compliance with Sections 5.02(a)., (b) and (f) on the date of such merger and after giving effect thereto, (2) the consideration for such merger consists solely of Capital Stock of the Parent and cash in lieu of fractional shares of such Capital Stock, (3) such Person has positive cash flow measured by EBITDA minus Capital Expenditures, in each case, for the most recent twelve full months preceding the date of such merger,
Appears in 2 contracts
Samples: Amendment to the Schedules and the Leases (Itc Deltacom Inc), Amendment to the Schedules and the Leases (Itc Deltacom Inc)
Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Restricted Subsidiaries to do so, except that:
(i) any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with any other Restricted Subsidiary of the Borrower or with the Borrower; provided that, in the case of any such merger, consolidation or amalgamation, the Person formed by such merger, consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower or the Borrower; and provided further that, in the case of any such merger, consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, consolidation or amalgamation shall be a Subsidiary Guarantor or the Borrower;
(ii) as part of any acquisition permitted under Section 5.02(f), any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with any other Person or permit any other Person to merge into or consolidate or amalgamate with it; provided that the Person surviving such merger, consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower; and provided further that, in the case of any merger, consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, consolidation or amalgamation shall be a Subsidiary Guarantor;
(iii) as part of any Transfer permitted under Section 5.02(e), any Restricted Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; and
(iv) any Restricted Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect and the assets of such Restricted Subsidiary are distributed to a Loan Party (other than to the Parent or either Holdings Entity).
Appears in 2 contracts
Samples: Asset Based Term Loan Agreement (Express, Inc.), Asset Based Term Loan Agreement (Express, Inc.)
Mergers, Etc. Merge Other than pursuant to the Merger, merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Restricted Subsidiaries to do so, except that:
(i) any Restricted Subsidiary of the Borrower BMCA may merge into or consolidate or amalgamate with any other Restricted Subsidiary of the Borrower or with the Borrower; provided BMCA, provided, however, that, in the case of any such merger, consolidation merger or amalgamationconsolidation, the Person formed by such merger, merger or consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower or the Borrower; and BMCA, and, provided further that, in the case of any such merger, merger or consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, merger or consolidation or amalgamation shall be a Subsidiary Guarantor or the BorrowerGuarantor;
(ii) as part of in connection with any acquisition permitted under Section 5.02(f), any Restricted Subsidiary of the Borrower BMCA may merge into or consolidate or amalgamate with any other Person or permit any other Person to merge into or consolidate or amalgamate with it; provided provided, however, that (x) the Person surviving such merger, consolidation or amalgamation merger shall be a wholly owned (other than directors’ qualifying shares direct or other nominal issuance in order to comply with local laws) Restricted indirect Subsidiary of the Borrower; BMCA and provided further that, (y) in the case of any merger, such merger or consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, merger or consolidation or amalgamation shall be a Subsidiary Guarantor;
(iii) as part of in connection with any Transfer sale or other disposition permitted under Section 5.02(e) (other than clause (ii) thereof), any Restricted Subsidiary of the Borrower BMCA may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; and
(iv) any Restricted Subsidiary of BMCA’s Subsidiaries may dissolve, liquidate or wind up its affairs at any timemerge into BMCA; provided that the Person surviving such dissolutionmerger shall be BMCA. provided, liquidation or winding uphowever, as applicablethat in each case, could not reasonably immediately before and after giving effect thereto, no Event of Default shall have occurred and be expected continuing and, in the case of any such merger to have which BMCA is a Material Adverse Effect and party, BMCA is the assets of such Restricted Subsidiary are distributed to a Loan Party (other than to the Parent or either Holdings Entity)surviving corporation.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Building Materials Manufacturing Corp), Revolving Credit Agreement (BMCA Acquisition Sub Inc.)
Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Restricted Subsidiaries to do so, except that:
(i) any Restricted Any Subsidiary of the Borrower may merge into or consolidate or amalgamate with any other Restricted Subsidiary of the Borrower or with the Borrower; provided that, in the case of any such merger, consolidation merger or amalgamationconsolidation, the Person formed by such merger, merger or consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower or the Borrower; and provided further that, in the case of any such merger, consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, consolidation or amalgamation shall be a Subsidiary Guarantor or the Borrower;
(ii) as part of any acquisition permitted under Section 5.02(f), any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with any other Person or permit any other Person to merge into or consolidate or amalgamate with it; provided that the Person surviving such merger, consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower; and provided further that, in the case of any merger, such merger or consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, merger or consolidation or amalgamation shall be a Subsidiary Guarantor;
(iiiii) as part of any Transfer sale or other disposition permitted under Section 5.02(e) (other than clause (ii) thereof), any Restricted Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; and
(iviii) in connection with any Restricted Permitted Acquisition, any Acquisition Subsidiary may dissolvemerge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it, liquidate or wind up its affairs at any time; provided that the Person surviving such dissolutionmerger or consolidation shall be a wholly owned Subsidiary of the Borrower; and provided, liquidation further that in the case of any merger or winding upconsolidation to which a Subsidiary Guarantor is a party, as applicablethe Person formed by such merger and consolidation shall be a Subsidiary Guarantor; provided, could not reasonably however, that in each case, immediately before and after giving effect thereto, no Default shall have occurred and be expected continuing and in the case of any such merger to have which the Borrower is a Material Adverse Effect and party, the assets of such Restricted Subsidiary are distributed to a Loan Party (other than to Borrower is the Parent or either Holdings Entity)surviving corporation.
Appears in 2 contracts
Samples: Second Lien Credit Agreement (US Power Generating CO), First Lien Credit Agreement (US Power Generating CO)
Mergers, Etc. Merge Other than pursuant to the Merger, merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Restricted Subsidiaries to do so, except that:
(i) any Restricted Subsidiary of the Borrower BMCA may merge into or consolidate or amalgamate with any other Restricted Subsidiary of the Borrower or with the Borrower; provided BMCA, provide, however, that, in the case of any such merger, consolidation merger or amalgamationconsolidation, the Person formed by such merger, merger or consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower or the Borrower; BMCA, and provided further that, in the case of any such merger, merger or consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, merger or consolidation or amalgamation shall be a Subsidiary Guarantor or the BorrowerGuarantor;
(ii) as part of in connection with any acquisition permitted under Section 5.02(f), any Restricted Subsidiary of the Borrower BMCA may merge into or consolidate or amalgamate with any other Person or permit any other Person to merge into or consolidate or amalgamate with it; provided provided, however, that (x) the Person surviving such merger, consolidation or amalgamation merger shall be a wholly owned (other than directors’ qualifying shares direct or other nominal issuance in order to comply with local laws) Restricted indirect Subsidiary of the Borrower; BMCA and provided further that, (y) in the case of any merger, such merger or consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, merger or consolidation or amalgamation shall be a Subsidiary Guarantor;
(iii) as part of in connection with any Transfer sale or other disposition permitted under Section 5.02(e) (other than clause (ii) thereof), any Restricted Subsidiary of the Borrower BMCA may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; and
(iv) any Restricted Subsidiary of BMCA’s Subsidiaries may dissolve, liquidate or wind up its affairs at any timemerge into BMCA; provided that the Person surviving such dissolutionmerger shall be BMCA. provided, liquidation or winding uphowever, as applicablethat in each case, could not reasonably immediately before and after giving effect thereto, no Event of Default shall have occurred and be expected continuing and, in the case of any such merger to have which BMCA is a Material Adverse Effect and party, BMCA is the assets of such Restricted Subsidiary are distributed to a Loan Party (other than to the Parent or either Holdings Entity)surviving corporation.
Appears in 2 contracts
Samples: Term Loan Agreement (Building Materials Manufacturing Corp), Term Loan Agreement (BMCA Acquisition Sub Inc.)
Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Restricted Subsidiaries to do so, except that:
(i) any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with any other Restricted Subsidiary of the Borrower or with the Borrower; provided that, in the case of any such merger, consolidation merger or amalgamationconsolidation, the Person formed by such merger, merger or consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower or the Borrower; and provided further that, in the case of any such merger, merger or consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, merger or consolidation or amalgamation shall be a Subsidiary Guarantor or the Borrower;
(ii) as part of any acquisition permitted under Section 5.02(f), any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with any other Person or permit any other Person to merge into or consolidate or amalgamate with it; provided that the Person surviving such merger, consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower; and provided further that, in the case of any merger, consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, consolidation or amalgamation shall be a Subsidiary Guarantor;
(iii) as part of any Transfer permitted under Section 5.02(e), any Restricted Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; andprovided that the Person surviving such merger shall be a wholly owned Subsidiary of the Borrower; and provided further that, in the case of any merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor;
(iii) as part of any Transfer permitted under Section 5.02(e), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it;
(iv) any Restricted Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect and Effect;
(v) the assets of such Restricted Subsidiary are distributed to a Loan Party Transactions as contemplated by the Transaction Documents may be consummated; and
(other than to the Parent or either Holdings Entity)vi) Retail Factoring, LLC may be dissolved.
Appears in 2 contracts
Samples: Asset Based Loan Credit Agreement (Express Parent LLC), Asset Based Loan Credit Agreement (Express Parent LLC)
Mergers, Etc. Merge Other than pursuant to the Merger, merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Restricted Subsidiaries to do so, except that:
(i) any Restricted Subsidiary of the Borrower BMCA may merge into or consolidate or amalgamate with any other Restricted Subsidiary of the Borrower or with the Borrower; provided BMCA, provided, however, that, in the case of any such merger, consolidation merger or amalgamationconsolidation, the Person formed by such merger, merger or consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower or the Borrower; BMCA, and provided further that, in the case of any such merger, merger or consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, merger or consolidation or amalgamation shall be a Subsidiary Guarantor or the BorrowerGuarantor;
(ii) as part of in connection with any acquisition permitted under Section 5.02(f), any Restricted Subsidiary of the Borrower BMCA may merge into or consolidate or amalgamate with any other Person or permit any other Person to merge into or consolidate or amalgamate with it; provided provided, however, that (x) the Person surviving such merger, consolidation or amalgamation merger shall be a wholly owned (other than directors’ qualifying shares direct or other nominal issuance in order to comply with local laws) Restricted indirect Subsidiary of the Borrower; BMCA and provided further that, (y) in the case of any merger, such merger or consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, merger or consolidation or amalgamation shall be a Subsidiary Guarantor;
(iii) as part of in connection with any Transfer sale or other disposition permitted under Section 5.02(e) (other than clause (ii) thereof), any Restricted Subsidiary of the Borrower BMCA may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; and
(iv) any Restricted Subsidiary of BMCA’s Subsidiaries may dissolve, liquidate or wind up its affairs at any timemerge into BMCA; provided that the Person surviving such dissolutionmerger shall be BMCA. provided, liquidation or winding uphowever, as applicablethat in each case, could not reasonably immediately before and after giving effect thereto, no Event of Default shall have occurred and be expected continuing and, in the case of any such merger to have which BMCA is a Material Adverse Effect and party, BMCA is the assets of such Restricted Subsidiary are distributed to a Loan Party (other than to the Parent or either Holdings Entity)surviving corporation.
Appears in 2 contracts
Samples: Bridge Loan Agreement (Building Materials Manufacturing Corp), Bridge Loan Agreement (BMCA Acquisition Sub Inc.)
Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Restricted Subsidiaries to do so, except that:
(i) any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with any other Restricted Subsidiary of the Borrower or with any other Subsidiary of the Borrower; provided that, that (A) in the case of any such merger, merger or consolidation or amalgamationto which the Borrower is a party, the Person formed by such merger, consolidation or amalgamation Borrower shall be a wholly owned the surviving entity and (other than directors’ qualifying shares or other nominal issuance in order to comply with local lawsB) Restricted Subsidiary of the Borrower or the Borrower; and provided further that, in the case of any such merger, merger or consolidation or amalgamation to in which a Subsidiary Guarantor the Borrower is not a party, the Person formed by such merger, merger or consolidation or amalgamation shall be a wholly owned Subsidiary of the Borrower and (if a Guarantor is a party to such merger or the Borrowerconsolidation) a Guarantor;
(ii) as part of the Borrower or any acquisition permitted under Section 5.02(f), any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with any other Person or permit any other Person to merge into or consolidate or amalgamate with it; provided that the Person surviving such merger, consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local lawsA) Restricted Subsidiary of the Borrower; and provided further that, in the case of any merger, such merger or consolidation or amalgamation to which the Borrower is a Subsidiary Guarantor party, the Borrower shall be the surviving entity and (B) in the case of any such merger or consolidation in which the Borrower is not a party, the Person formed by such merger, merger or consolidation or amalgamation shall be a wholly owned Subsidiary of the Borrower and (if a Guarantor is a party to such merger or consolidation) a Guarantor;
(iii) as part of any Transfer sale or other disposition permitted under Section 5.02(e), any Restricted Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; and
(iv) any Restricted Subsidiary of the Borrower may dissolve, liquidate or wind up its affairs at any time; provided dissolve if the Borrower determines in good faith that such dissolution, liquidation or winding up, as applicable, could dissolution is in the best interest of the Borrower and is not reasonably be expected to have a Material Adverse Effect and the assets of such Restricted Subsidiary are distributed to a Loan Party (other than materially disadvantageous to the Parent or either Holdings Entity)Lenders; provided, however, that in each case, immediately before and after giving effect thereto, no Default shall have occurred and be continuing.
Appears in 2 contracts
Samples: Credit Agreement (Td Ameritrade Holding Corp), Credit Agreement (Td Ameritrade Holding Corp)
Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Restricted Subsidiaries to do so, except that:
(ia) any of the Restricted Subsidiaries may merge into or consolidate with the Borrower; provided that the Borrower is the surviving corporation;
(b) any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with any other Restricted Subsidiary of the Borrower or with the Borrower; provided that, in the case of any such merger, merger or consolidation or amalgamationinvolving a Wholly Owned Subsidiary, the Person formed by or surviving such merger, merger or consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Wholly Owned Subsidiary of the Borrower or the Borrower; and provided further provided, further, that, in the case of any such merger, merger or consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, merger or consolidation or amalgamation shall be a Subsidiary Guarantor or the BorrowerGuarantor;
(iic) as part in connection with any purchase or other acquisition of Capital Stock of, or property and assets of, any acquisition Person permitted under Section 5.02(f7.6(e), any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with any other Person or permit any other Person to merge into or consolidate or amalgamate with it; it (provided that (i) the Borrower is the surviving entity or (ii) the surviving entity (x) is a Domestic Person surviving and (y) simultaneously with such merger, merger or consolidation or amalgamation shall agrees to be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary bound by the terms hereof and of the Loan Documents and assume the Borrower; ’s obligations hereunder and provided further that, thereunder pursuant to an agreement or instrument satisfactory in form and substance to the case of any merger, consolidation or amalgamation to which a Subsidiary Guarantor is a party, Administrative Agent (and shall thereafter be the Person formed by such merger, consolidation or amalgamation shall be a Subsidiary Guarantor;
(iii) as part of any Transfer permitted under Section 5.02(eBorrower hereunder), and any of the Restricted Subsidiary Subsidiaries of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person with which such Restricted Subsidiary is merging or consolidating (i) shall be engaged in a business permitted by Section 7.3, (ii) shall take all actions required under Section 6.12 and (iii) shall be a Guarantor if the merging Restricted Subsidiary was a Guarantor prior to such transaction; and
(ivd) in connection with any sale, transfer or other disposition of all or substantially all of the Capital Stock of, or the property and assets of, any Person permitted under Sections 7.5(c) or (f), any of the Restricted Subsidiary Subsidiaries of the Borrower may dissolvemerge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, liquidate or wind up its affairs at any time; provided however, that such dissolutionin each case, liquidation or winding upimmediately after giving effect thereto, as applicable, could not reasonably no event shall occur and be expected to have continuing that constitutes a Material Adverse Effect and the assets of such Restricted Subsidiary are distributed to a Loan Party (other than to the Parent or either Holdings Entity)Default.
Appears in 2 contracts
Samples: Credit Agreement (Davita Inc.), Credit Agreement (Davita Inc.)
Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Restricted Subsidiaries to do so, except that:
(ia) any Restricted Subsidiary of the Borrower may merge into or consolidate with Borrower or amalgamate with any other Restricted Subsidiary of the Borrower or with the Borrower; provided that, that (i) in the case of any such mergermerger or consolidation to which Borrower is a party, consolidation or amalgamation, the Person formed by such merger, consolidation or amalgamation Borrower shall be a wholly owned the surviving entity and (other than directors’ qualifying shares or other nominal issuance in order to comply with local lawsii) Restricted Subsidiary of the Borrower or the Borrower; and provided further that, in the case of any such merger, merger or consolidation or amalgamation to in which a Subsidiary Guarantor Borrower is not a party, the Person formed by such merger, merger or consolidation or amalgamation shall be a wholly owned Subsidiary of Borrower and (if a Guarantor is a party to such merger or the Borrowerconsolidation) a Guarantor;
(iib) as part of Borrower or any acquisition permitted under Section 5.02(f), any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with any other Person or permit any other Person to merge into or consolidate or amalgamate with it; provided that the Person surviving such merger, consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local lawsi) Restricted Subsidiary of the Borrower; and provided further that, in the case of any merger, such merger or consolidation or amalgamation to which Borrower is a Subsidiary Guarantor party, Borrower shall be the surviving entity and (ii) in the case of any such merger or consolidation in which Borrower is not a party, the Person formed by such merger, merger or consolidation or amalgamation shall be a wholly owned Subsidiary of Borrower and (if a Guarantor is a party to such merger or consolidation) a Guarantor;
(iiic) as part of any Transfer sale or other disposition permitted under Section 5.02(e), 6.2 by any Restricted Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; and
(ivd) any Restricted Subsidiary of Borrower may dissolve, liquidate or wind up its affairs at any time; provided dissolve if Borrower determines in good faith that such dissolution, liquidation or winding updissolution is in the best interest of Borrower and is not materially disadvantageous to Lender; provided, as applicablehowever, could not reasonably that in each case, immediately before and after giving effect thereto, no Event of Default or Unmatured Event of Default occurred and be expected to have a Material Adverse Effect and the assets of such Restricted Subsidiary are distributed to a Loan Party (other than to the Parent or either Holdings Entity)continuing.
Appears in 1 contract
Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Restricted Subsidiaries to do so, except that:
(i) the Borrower may consummate the Merger;
(ii) any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with any other Restricted Subsidiary of the Borrower or with the Borrower; provided that, in the case of any such merger, consolidation merger or amalgamationconsolidation, the Person formed by such merger, merger or consolidation or amalgamation shall be (directly or indirectly) a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower or the Borrower; and provided further that, in the case of any such merger, consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, consolidation or amalgamation shall be a Subsidiary Guarantor or the Borrower;
(ii) as part of any acquisition permitted under Section 5.02(f), any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with any other Person or permit any other Person to merge into or consolidate or amalgamate with it; provided that the Person surviving such merger, consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower; and provided further that, in the case of any merger, such merger or consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, merger or consolidation or amalgamation shall be a Subsidiary Guarantor;
(iii) as part of any Transfer acquisition permitted under Section 5.02(f), any Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be (directly or indirectly) a wholly owned Subsidiary of the Borrower; and provided further that, in the case of any merger or consolidation to which a Subsidiary Guarantor is a party, the Person formed by such merger or consolidation shall be a Subsidiary Guarantor;
(iv) as part of any sale or other disposition permitted under Section 5.02(e) (other than clause (ii) thereof), any Restricted Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; and
(ivv) the Borrower may (A) merge with and into the Parent with the Parent continuing as the surviving corporation or entity or (B) merge or consolidate with any Restricted Subsidiary other Person or convert its organizational form from a corporation to a limited liability company; provided, however, that in each case, immediately before and after giving effect thereto, no Default shall have occurred and be continuing and, in the case of any such merger to which the Borrower is a party (i) the Borrower shall be the continuing or surviving corporation or entity or (ii) if the Person formed by or surviving any such merger or consolidation is not the Borrower (any such Person, the “Successor Borrower”), (A) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) take or have taken all action required by Section 9 of the Security Agreement, and take or have taken such other action as may dissolvebe necessary, liquidate or wind up its affairs at any time; as the Administrative Agent or the Collateral Agent may reasonably request, in order to preserve the Liens, and continue the perfection thereof with the same priority, as granted and provided for or purported to be granted and provided for by the Security Agreement and (D) the Borrower shall have delivered to the Administrative Agent an officer’s certificate stating that such dissolutionmerger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement and an opinion of counsel that is customarily delivered in similar transactions; provided, liquidation or winding upfurther, as applicablethat if the foregoing conditions in clauses (A) through (D) are satisfied, could not reasonably the Successor Borrower will succeed to, and be expected to have a Material Adverse Effect and substituted for, the assets of such Restricted Subsidiary are distributed to a Loan Party (other than to the Parent or either Holdings Entity)Borrower under this Agreement.
Appears in 1 contract
Mergers, Etc. Merge Group will not merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Restricted Subsidiaries to do so, except that:
(i) any Restricted Subsidiary of the Borrower Group may merge into or consolidate with Group or amalgamate with any other Restricted Subsidiary of the Borrower or with the Borrower; Domestic Subsidiary, provided that, in the case of any such merger, consolidation merger or amalgamationconsolidation, the Person formed by such merger, merger or consolidation or amalgamation shall be a wholly owned U.S. Credit Party;
(other than directors’ qualifying shares ii) any Excluded Foreign Subsidiary may merge into or other nominal issuance in order to comply consolidate with local laws) Restricted Subsidiary of the Borrower or the Borrower; and any Foreign Subsidiary, provided further that, in the case of any such merger, consolidation merger or amalgamation to which a Subsidiary Guarantor is a partyconsolidation, the Person formed by such merger, merger or consolidation or amalgamation shall be a Wholly-Owned Subsidiary Guarantor or the Borrowerof Group;
(iiiii) as part of any Foreign Credit Party may merge into or consolidate with any other Foreign Credit Party, provided that (A) the Person formed by such merger or consolidation shall be a Foreign Credit Party and (B) such merger or consolidation is otherwise in compliance with Schedule III hereto;
(iv) in connection with any acquisition permitted under Section 5.02(f2.6(e), any Restricted (A) Subsidiary of the Borrower may merge into or consolidate or amalgamate with any other Person or permit any other Person to merge into or consolidate or amalgamate with it; provided that the Person surviving such merger, consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower; and provided further that, in the case of any merger, consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, consolidation or amalgamation shall be a Subsidiary Guarantor;
(iii) as part of any Transfer permitted under Section 5.02(e), any Restricted Subsidiary of the Borrower Group may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; and
it if the Person surviving such merger shall be a U.S. Credit Party, (ivB) any Restricted Excluded Foreign Subsidiary may dissolve, liquidate merge into or wind up its affairs at consolidate with any time; provided that other Person or permit any other Person to merge into or consolidate with it if the Person surviving such dissolution, liquidation merger shall be a Wholly-Owned Subsidiary of Group and (C) Foreign Credit Party may merge into or winding up, as applicable, could not reasonably be expected consolidate with other Person or permit any other Person to have a Material Adverse Effect and merge into or consolidate with it if (1) the assets of Person surviving such Restricted Subsidiary are distributed to a Loan Party (other than to the Parent or either Holdings Entity).merger shall be
Appears in 1 contract
Samples: Amendment, Modification, Restatement and General Provisions Agreement (Warnaco Group Inc /De/)
Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into itit or convey, transfer or lease substantially all of its assets in a single transaction or series of transactions to any Person, or permit any of its Restricted Subsidiaries to do so, except that:
(i) any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with any other Restricted Wholly Owned Subsidiary of the Borrower or with may convey, transfer or lease any or all of its assets to a Wholly Owned Subsidiary of the Borrower; provided that, in the case of any such merger, consolidation merger or amalgamationconsolidation, the Person formed by such merger, merger or consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Wholly Owned Subsidiary of the Borrower or the Borrower; and provided further that, in the case of any such merger, merger or consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, merger or consolidation or amalgamation shall be a Subsidiary Guarantor Guarantor, and such newly-created or acquired Subsidiary shall comply with the Borrowerrequirements of Section 5.01(i); provided further that, for the avoidance of doubt, nothing contained in this Section 5.02(d)(i) shall prohibit any Subsidiary from selling, transferring or otherwise conveying receivables (and related assets, as contemplated by Section 5.02(e)(vii))for purposes of entering into or consummating any receivables financing transaction pursuant to Section 5.02(b)(xi);
(ii) as part any of the Borrower’s Subsidiaries may consolidate with or merge into the Borrower; provided that the Borrower is the surviving entity; and
(iii) any acquisition permitted under Section 5.02(f), any Restricted Subsidiary of the Subsidiaries of the Borrower may (A) merge into or consolidate with, any other Person, or amalgamate (B) convey, transfer or lease substantially all of its assets in compliance with Section 5.02(e) (other than clause (v) thereof) in a single transaction or series of related transactions to any other Person or permit any other Person to merge into or consolidate or amalgamate with it; provided that the Person surviving such merger, consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local lawsC) Restricted Subsidiary of the Borrower; and provided further that, in the case of any merger, consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, consolidation or amalgamation shall be a Subsidiary Guarantor;
(iii) as part of any Transfer permitted under Section 5.02(e), any Restricted Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; and
provided, in each case with respect to any Credit Agreement merger or consolidation or conveyance, transfer or lease of substantially all of its assets, (ivI) the Person formed by such consolidation or into which the Subsidiary shall be merged or assets shall be conveyed, transferred or leased shall, at the effective time of such merger or consolidation or transfer or lease, be Solvent, shall have assumed all obligations of such Subsidiary under any Subsidiary Guaranty to which such Subsidiary is a party in a writing satisfactory in form and substance to the Administrative Agent and such newly-created or acquired Subsidiary shall comply with the requirements of Section 5.01(i) and become a Subsidiary Guarantor, to the extent so required by Section 5.01(i) after giving effect to such transaction, and (II) the Borrower shall have caused to be delivered to the Administrative Agent an opinion of independent counsel satisfactory to the Administrative Agent to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with the terms thereof; provided further that the provisions of the first proviso to this clause (iii) shall not apply to (x) the sale, transfer or other conveyance of any assets of the Borrower or a Subsidiary (including the Capital Stock of any Subsidiary of the Borrower), howsoever effected (including by way of merger or consolidation, sale of assets, lease, or otherwise) in a transaction pursuant to Section 5.02(e)(vi) and (y) any Restricted Subsidiary may dissolvesale, liquidate transfer or wind up its affairs at other conveyance of any timeassets that will ultimately be sold, transferred or conveyed to any Receivables Financing Subsidiary; provided that, with respect to this subclause (y), the sale, transfer or conveyance of such assets is permitted by the provisions of this Agreement; provided, however, that in each case, immediately after giving effect thereto, (A) no event shall occur and be continuing that constitutes a Default and (B) the Borrower shall be in pro forma compliance with the covenants contained in Section 5.04, calculated based on (x) prior to the date on which financial statements are first required to be delivered to Lenders pursuant to Section 5.03, the financial statements for the quarter ended September 30, 2022 and (y) thereafter, the financial statements most recently delivered to the Lenders pursuant to Section 5.03, in each case, and as though such dissolution, liquidation or winding uptransaction had occurred at the beginning of the four-quarter period covered thereby and had remained in effect for the entirety of such period, as applicable, could not reasonably be expected to have evidenced by a Material Adverse Effect and certificate of the assets chief financial officer (or persons performing similar functions) of such Restricted Subsidiary are distributed to a Loan Party (other than the Borrower delivered to the Parent or either Holdings Entity)Administrative Agent demonstrating such compliance.
Appears in 1 contract
Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into itinto, or permit any convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions, all or substantially all of its Restricted Subsidiaries to do soassets (whether now owned or hereafter acquired) to, except any Person; provided, however, that:
(i) this Section 5.02(d) shall not prohibit any Restricted such merger or consolidation if the Borrower is the surviving entity in such merger or consolidation;
(ii) any Subsidiary of the Borrower may convey, transfer, lease or otherwise dispose of assets to, or merge into or consolidate with, the Borrower (provided the Borrower is the surviving entity) or amalgamate with any other Restricted Subsidiary of the Borrower or with the Borrower; provided thatprovided, in the case of any such mergerhowever, consolidation or amalgamation, the Person formed by such merger, consolidation or amalgamation no Subsidiary Guarantor shall be permitted to transfer, lease or otherwise dispose of, all or substantially all of its assets to a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted foreign Subsidiary of the Borrower or the Borrower; and provided further that, in the case of any such merger, consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, consolidation or amalgamation shall be a Subsidiary Guarantor or the Borrower;
(iiiii) as part of any acquisition permitted under Section 5.02(f), any Restricted Subsidiary of the Borrower may merge into or consolidate with, or amalgamate with convey, transfer, lease or otherwise dispose of assets to, any other Person or permit any other Person to merge into or consolidate with, or amalgamate with convey, transfer, lease or otherwise dispose of assets to it; provided that the Person surviving such merger, consolidation or amalgamation merger shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower; and provided further that, in the case of any merger, merger or consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, merger or consolidation or amalgamation shall be a Subsidiary Guarantor;
(iiiiv) as part of any Transfer acquisition permitted under Section 5.02(f), any Affiliate of the Borrower other than a Subsidiary may merge into or consolidate with, or convey, transfer, lease or otherwise dispose of assets to, any other Person or permit any other Person to merge into or consolidate with, or convey, transfer, lease or otherwise dispose of assets to it;
(v) as part of any sale or other disposition permitted under Section 5.02(e), any Restricted Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; and
(iv) any Restricted Subsidiary may dissolveprovided further that in each case, liquidate immediately before and after giving effect thereto, no Default or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably Event of Default shall have occurred and be expected to have a Material Adverse Effect and the assets of such Restricted Subsidiary are distributed to a Loan Party (other than to the Parent or either Holdings Entity)continuing.
Appears in 1 contract
Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Restricted Subsidiaries to do so, except that:
(i) the Company may consummate the Acquisition;
(ii) any Restricted Subsidiary of the Borrower Company may merge into or consolidate or amalgamate with any other Restricted Subsidiary of the Borrower or with the BorrowerCompany; provided that, in the case of any such merger, consolidation merger or amalgamationconsolidation, the Person formed by such merger, merger or consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Wholly-Owned Subsidiary of the Borrower or the BorrowerCompany; and provided further that, in the case of any such merger, merger or consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, merger or consolidation or amalgamation shall be a Subsidiary Guarantor or the BorrowerGuarantor;
(iiiii) as part of any acquisition permitted under Section 5.02(f5.02(g), any Restricted Subsidiary of the Borrower Company may merge into or consolidate or amalgamate with any other Person or permit any other Person to merge into or consolidate or amalgamate with it; provided that the Person surviving such merger, consolidation or amalgamation merger shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Wholly-Owned Subsidiary of the BorrowerCompany; and provided further that, in the case of any merger, merger or consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, merger or consolidation or amalgamation shall be a Subsidiary Guarantor;
(iiiiv) as part of any Transfer sale or other disposition permitted under Section 5.02(e5.02(f) (other than clause (ii) thereof), any Restricted Subsidiary of the Borrower Company may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; and
(ivv) any Restricted Subsidiary of the Company’s Subsidiaries may dissolvemerge into the Company; provided, liquidate or wind up its affairs at however, that in each case, immediately before and after giving effect thereto, no Default shall have occurred and be continuing and, in the case of any time; provided that such dissolutionmerger to which the Company is a party, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect and the assets of such Restricted Subsidiary are distributed to a Loan Party (other than to Company is the Parent or either Holdings Entity)surviving corporation.
Appears in 1 contract
Samples: Credit Agreement (Chemtura CORP)
Mergers, Etc. Merge Other than pursuant to the Merger, merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Restricted Subsidiaries to do so, except that:
(i) any Restricted Subsidiary of the Borrower BMCA may merge into or consolidate or amalgamate with any other Restricted Subsidiary of the Borrower or with the BorrowerBMCA; provided provided, however, that, in the case of any such merger, consolidation merger or amalgamationconsolidation, the Person formed by such merger, merger or consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower or the BorrowerBMCA; and provided further that, in the case of any such merger, merger or consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, merger or consolidation or amalgamation shall be a Subsidiary Guarantor or the BorrowerGuarantor;
(ii) as part of in connection with any acquisition permitted under Section 5.02(f), any Restricted Subsidiary of the Borrower BMCA may merge into or consolidate or amalgamate with any other Person or permit any other Person to merge into or consolidate or amalgamate with it; provided provided, however, that (x) the Person surviving such merger, consolidation or amalgamation merger shall be a wholly owned (other than directors’ qualifying shares direct or other nominal issuance in order to comply with local laws) Restricted indirect Subsidiary of the Borrower; BMCA and provided further that, (y) in the case of any merger, such merger or consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, merger or consolidation or amalgamation shall be a Subsidiary Guarantor;
(iii) as part of in connection with any Transfer sale or other disposition permitted under Section 5.02(e) (other than clause (ii) thereof), any Restricted Subsidiary of the Borrower BMCA may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; and
(iv) any Restricted Subsidiary of BMCA's Subsidiaries may dissolve, liquidate or wind up its affairs at any timemerge into BMCA; provided that the Person surviving such dissolutionmerger shall be BMCA. provided, liquidation or winding uphowever, as applicablethat in each case, could not reasonably immediately before and after giving effect thereto, no Event of Default shall have occurred and be expected continuing and, in the case of any such merger to have which BMCA is a Material Adverse Effect and party, BMCA is the assets of such Restricted Subsidiary are distributed to a Loan Party (other than to the Parent or either Holdings Entity)surviving corporation.
Appears in 1 contract
Samples: Junior Lien Term Loan Agreement (Building Materials Manufacturing Corp)
Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Restricted Subsidiaries to do so, except that:
(i) any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with any other Restricted Subsidiary of the Borrower or with any other Subsidiary of the Borrower; provided that, that (A) in the case of any such merger, merger or consolidation or amalgamationto which the Borrower is a party, the Person formed by such merger, consolidation or amalgamation Borrower shall be a wholly owned the surviving entity and (other than directors’ qualifying shares or other nominal issuance in order to comply with local lawsB) Restricted Subsidiary of the Borrower or the Borrower; and provided further that, in the case of any such merger, merger or consolidation or amalgamation to in which a Subsidiary Guarantor the Borrower is not a party, the Person formed by such merger, merger or consolidation or amalgamation shall be a wholly owned Subsidiary of the Borrower and (if a Guarantor is a party to such merger or the Borrowerconsolidation) a Guarantor;
(ii) as part of any acquisition permitted under Section 5.02(f), the Borrower or any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with any other Person or permit any other Person to merge into or consolidate or amalgamate with it; provided that the Person surviving such merger, consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local lawsA) Restricted Subsidiary of the Borrower; and provided further that, in the case of any merger, such merger or consolidation or amalgamation to which the Borrower is a Subsidiary Guarantor party, the Borrower shall be the surviving entity and (B) in the case of any such merger or consolidation in which the Borrower is not a party, the Person formed by such merger, merger or consolidation or amalgamation shall be a wholly owned Subsidiary of the Borrower and (if a Guarantor is a party to such merger or consolidation) a Guarantor;
(iii) as part of any Transfer sale or other disposition permitted under Section 5.02(e) (other than clause (ii) thereof), any Restricted Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; and
(iv) any Restricted Subsidiary of the Borrower that is not a Significant Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided dissolve if the Borrower determines in good faith that such dissolution, liquidation or winding up, as applicable, could dissolution is in the best interest of the Borrower and is not reasonably be expected to have a Material Adverse Effect and the assets of such Restricted Subsidiary are distributed to a Loan Party (other than materially disadvantageous to the Parent or either Holdings Entity)Lender Parties; provided, however, that in each case, immediately before and after giving effect thereto, no Default shall have occurred and be continuing; provided, further, that notwithstanding the foregoing, the Borrower shall be permitted to consummate the Acquisition.
Appears in 1 contract
Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Restricted Subsidiaries to do so, except that:
(i) any Restricted Subsidiary of the Borrower Parent may merge into or consolidate or amalgamate with any other Restricted Subsidiary of the Borrower or with the Borrower; Parent, provided that, in the case of any such merger, consolidation merger or amalgamationconsolidation, the Person formed by such merger, merger or consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower or the Borrower; and Parent, provided further that, in the case of any such merger, merger or consolidation or amalgamation to which (x) the Borrower is a party, the Person formed by such merger or consolidation shall be the Borrower or (y) a Subsidiary Guarantor is a party, the Person formed by such merger, merger or consolidation or amalgamation shall be the Borrower or a Subsidiary Guarantor or the BorrowerGuarantor;
(ii) as part of any acquisition permitted under Section 5.02(f), any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with any other Person or permit any other Person to merge into or consolidate or amalgamate with it; provided that the Person surviving such merger, consolidation or amalgamation merger shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower; and provided further that, in the case of any merger, consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, consolidation or amalgamation shall be a Subsidiary Guarantor;
(iii) as part of in connection with any Transfer sale or other disposition permitted under Section 5.02(e) (other than clause (ii) thereof), any Restricted Subsidiary of the Borrower Parent may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; and
(iv) any Restricted Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect and the assets of such Restricted Subsidiary are distributed to a Loan Party (other than to the Parent or either Holdings Entity)the Borrower may merge into or consolidate with any other Person ; provided that, in the case of any such merger or consolidation, the Person formed by such merger or consolidation shall be the Parent or the Borrower, as the case may be; provided, however, that in each case, immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default.
Appears in 1 contract
Samples: Credit Agreement (Ace LTD)
Mergers, Etc. Merge into into, amalgamate or consolidate with any Person or permit any Person to merge into it, or permit any of its Restricted Subsidiaries to do so, except that:
(i) any Restricted Subsidiary of the Borrower Parent may merge into into, amalgamate or consolidate or amalgamate with any other Restricted Subsidiary of the Borrower or with the Borrower; Parent, provided that, in the case of any such merger, consolidation amalgamation or amalgamationconsolidation, the Person formed by such merger, amalgamation or consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower or the Borrower; and Parent, provided further that, in the case of any such merger, amalgamation or consolidation or amalgamation to which a Subsidiary Guarantor Loan Party is a party, the Person formed by such merger, amalgamation or consolidation or amalgamation shall be a Subsidiary Guarantor or the BorrowerLoan Party;
(ii) as part any Subsidiary of any acquisition permitted under Section 5.02(f), any Restricted Subsidiary of the Borrower Loan Party may merge into or consolidate or into, amalgamate with any other Person or permit any other Person to merge into or consolidate or amalgamate with it; provided that the Person surviving such merger, consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower; and provided further that, in the case of any merger, consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, consolidation or amalgamation shall be a Subsidiary Guarantor;
(iii) as part of any Transfer permitted under Section 5.02(e), any Restricted Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into into, amalgamate or consolidate with it; provided that the Person surviving such merger, amalgamation or consolidation shall be a wholly owned Subsidiary of such Loan Party;
(iii) in connection with any sale or other disposition permitted under Section 5.02(d), any Subsidiary of the Parent may merge into, amalgamate or consolidate with any other Person or permit any other Person to merge into, amalgamate or consolidate with it; and
(iv) any Restricted Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect and the assets of such Restricted Subsidiary are distributed to a Loan Party (other than to the Parent or either Holdings Entity)any other Loan Party may merge into, amalgamate or consolidate with any other Person; provided that, in the case of any such merger, amalgamation or consolidation, the Person formed by such merger, amalgamation or consolidation shall be the Parent or such other Loan Party, as the case may be; provided, however, that in each case, immediately after giving effect thereto, no event shall occur and be continuing that constitutes a Default.
Appears in 1 contract
Samples: Term Loan Agreement (Ace LTD)
Mergers, Etc. Merge into or consolidate or amalgamate with any Person or permit any Person to merge into or consolidate or amalgamate with it, or permit any of its Restricted Subsidiaries to do so, except that:
(ia) any Restricted Subsidiary of the Borrower may merge into or amalgamate with or consolidate or amalgamate with any other Restricted Subsidiary of the Borrower or with the Borrower; provided that, in the case of any such merger, amalgamation or consolidation or amalgamationinvolving a Subsidiary which is a Loan Party, the Person formed by such merger, merger or consolidation or amalgamation the amalgamated entity shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower or the Borrower; and provided further that, in the case of any such merger, consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, consolidation or amalgamation shall be a Subsidiary Guarantor or the BorrowerLoan Party;
(iib) as part of any acquisition permitted under Section 5.02(f), any Restricted Subsidiary of the Borrower may merge into or amalgamate with or consolidate with the Borrower; provided that such Subsidiary shall have no Debt, other than Debt permitted to be incurred by the Borrower under Section 6.02 and provided further the Borrower shall be the surviving entity in any such merger or consolidation;
(c) Permitted Acquisitions may be consummated in accordance with Section 5.19; and
(d) in connection with any Investment permitted under Section 6.05, the Borrower or any Loan Party may merge into or amalgamate with any other Person or permit any other Person to merge into or consolidate or amalgamate with it; provided that the Person surviving such merger, consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower; and provided further that, in the case of any merger, consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, consolidation or amalgamation shall be a Subsidiary Guarantor;
(iii) as part of any Transfer permitted under Section 5.02(e), any Restricted Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or amalgamate with or consolidate with it; and
(iv) any Restricted Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that (w) in the case of any such dissolutionmerger, liquidation amalgamation or winding upconsolidation involving a Loan Party, the Person surviving such merger, amalgamation or consolidation shall be the Borrower or a Loan Party, as applicablethe case may be, could or shall assume all obligations of the Borrower or such Loan Party, as the case may be, under the Loan Documents in a manner reasonably satisfactory to the Administrative Agent, (x) such merger, amalgamation or consolidation shall not reasonably be expected to result in a Change of Control, (y) immediately after such transaction no Event of Default or Default exists and (z) the Person surviving such merger or consolidation or the amalgamated entity shall have a Material Adverse Effect and the assets of such Restricted Subsidiary are distributed to a Loan Party (no Debt other than Debt permitted to the Parent or either Holdings Entity)be incurred under Section 6.02.
Appears in 1 contract
Samples: Abl Credit Agreement (Accuride Corp)
Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Restricted Subsidiaries to do so, except that:
(i) any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with any other Restricted Subsidiary of the Borrower or with the Borrower; provided that, in the case of any such merger, consolidation or amalgamation, the Person formed by such merger, consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower or the Borrower; and provided further that, in the case of any such merger, consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, consolidation or amalgamation shall be a Subsidiary Guarantor or the Borrower;
(ii) as part of any acquisition permitted under Section 5.02(f), any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with any other Person or permit any other Person to merge into or consolidate or amalgamate with it; provided that the Person surviving such merger, consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower; and provided further that, in the case of any merger, consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, consolidation or amalgamation shall be a Subsidiary Guarantor;
(iii) as part of any Transfer permitted under Section 5.02(e), any Restricted Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; and
(iv) any Restricted Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect and the assets of such Restricted Subsidiary are distributed to a Loan Party (other than to the Parent or either Holdings Entity).
Appears in 1 contract
Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Restricted Subsidiaries (other than Foreign Subsidiaries) to do so, except that:
(i) any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with any other Restricted Subsidiary of the Borrower or with the Borrower; provided that, in the case of any such merger, consolidation or amalgamation, the Person formed by such merger, consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower or the Borrower; and provided further that, in the case of any such merger, consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, consolidation or amalgamation shall be a Subsidiary Guarantor or the Borrower;
(ii) as part of any acquisition permitted under Section 5.02(f), any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with any other Person or permit any other Person to merge into or consolidate or amalgamate with it; provided that the Person surviving such merger, consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower; and provided further that, in the case of any merger, consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, consolidation or amalgamation shall be a Subsidiary Guarantor;
(iii) as part of any Transfer permitted under Section 5.02(e), any Restricted Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; and
(iv) any Restricted Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect and the assets of such Restricted Subsidiary are distributed to a Loan Party (other than to the Parent or either Holdings Entity).
Appears in 1 contract
Mergers, Etc. Merge Group will not merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Restricted Subsidiaries to do so, except that:
(i) any Restricted Subsidiary of the Borrower Group may merge into or consolidate with Group or amalgamate with any other Restricted Subsidiary of the Borrower or with the Borrower; Domestic Subsidiary, provided that, in the case of any such merger, consolidation merger or amalgamationconsolidation, the Person formed by such merger, merger or consolidation or amalgamation shall be a wholly owned U.S. Credit Party;
(other than directors’ qualifying shares ii) any Excluded Foreign Subsidiary may merge into or other nominal issuance in order to comply consolidate with local laws) Restricted Subsidiary of the Borrower or the Borrower; and any Foreign Subsidiary, provided further that, in the case of any such merger, consolidation merger or amalgamation to which a Subsidiary Guarantor is a partyconsolidation, the Person formed by such merger, merger or consolidation or amalgamation shall be a Wholly-Owned Subsidiary Guarantor or the Borrowerof Group;
(iiiii) as part of any Foreign Credit Party may merge into or consolidate with any other Foreign Credit Party, provided that (A) the Person formed by such merger or consolidation shall be a Foreign Credit Party and (B) such merger or consolidation is otherwise in compliance with Schedule III hereto;
(iv) in connection with any acquisition permitted under Section 5.02(f2.6(e), any Restricted (A) Subsidiary of the Borrower Group may merge into or consolidate or amalgamate with any other Person or permit any other Person to merge into or consolidate or amalgamate with it; provided that it if the Person surviving such merger, consolidation or amalgamation merger shall be a wholly owned U.S. Credit Party, (B) Excluded Foreign Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it if the Person surviving such merger shall be a Wholly-Owned Subsidiary of Group and (C) Foreign Credit Party may merge into or consolidate with other Person or permit any other Person to merge into or consolidate with it if (1) the Person surviving such merger shall be a Foreign Credit Party and (2) such merger or consolidation is otherwise in compliance with Schedule III hereto; and
(v) in connection with any sale or other disposition permitted under Section 2.6(d) (other than directors’ qualifying shares or other nominal issuance in order to comply with local lawsclause (ii) Restricted Subsidiary of the Borrower; and provided further that, in the case of any merger, consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, consolidation or amalgamation shall be a Subsidiary Guarantor;
(iii) as part of any Transfer permitted under Section 5.02(ethereof), any Restricted Subsidiary of the Borrower Group may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; and
provided, however, that in each case under this clause (iv) any Restricted Subsidiary may dissolvec), liquidate or wind up its affairs at any time; provided both before and immediately after giving effect thereto, no event shall occur and be continuing that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have constitutes a Material Adverse Effect and the assets of such Restricted Subsidiary are distributed to a Loan Party (other than to the Parent or either Holdings Entity)Default.
Appears in 1 contract
Samples: Amendment, Modification, Restatement and General Provisions Agreement (Warnaco Group Inc /De/)
Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Restricted Subsidiaries to do so, except that:
(i) the Borrower may consummate the Merger;
(ii) any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with any other Restricted Subsidiary of the Borrower or with the Borrower; provided that, in the case of any such merger, consolidation merger or amalgamationconsolidation, the Person formed by such merger, merger or consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower or the Borrower; and provided further that, in the case of any such merger, merger or consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, merger or consolidation or amalgamation shall be a Subsidiary Guarantor or the BorrowerGuarantor;
(iiiii) as part of any acquisition permitted under Section 5.02(f), any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with any other Person or permit any other Person to merge into or consolidate or amalgamate with it; provided that the Person surviving such merger, consolidation or amalgamation merger shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower; and provided further that, in the case of any merger, merger or consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, merger or consolidation or amalgamation shall be a Subsidiary Guarantor;; and
(iiiiv) as part of any Transfer permitted under Section 5.02(e), any Restricted Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; and
(iv) any Restricted Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect and the assets of such Restricted Subsidiary are distributed to a Loan Party (other than to the Parent or either Holdings Entity).
Appears in 1 contract
Samples: Second Lien Credit Agreement (Metrologic Instruments Inc)
Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Restricted Subsidiaries to do so, except that:
(i) any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with any other Restricted Subsidiary of the Borrower or with the Borrower; provided , provided, that, in the case of any such merger, consolidation merger or amalgamationconsolidation, the Person formed by such merger, merger or consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower or the Borrower; and , provided further that, in the case of any such merger, merger or consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, merger or consolidation or amalgamation shall be a Subsidiary Guarantor or the BorrowerGuarantor;
(ii) as part of in connection with any acquisition permitted under Section 5.02(f), any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with any other Person or permit any other Person to merge into or consolidate or amalgamate with it; provided that the Person surviving such merger, consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower; and provided further that, in the case of any merger, consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, consolidation or amalgamation shall be a Subsidiary Guarantor;
(iii) as part of any Transfer permitted under Section 5.02(e), any Restricted Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; and, provided, that the Person surviving such merger shall be a Restricted Subsidiary of the Borrower;
(iii) in connection with any sale or other disposition permitted under Section 5.02(e) (other than clause (ii) thereof), any Restricted Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it;
(iv) any of the Borrower's Restricted Subsidiaries may merge into the Borrower; and
(v) any Restricted Subsidiary of the Borrower may dissolvemerge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, liquidate or wind up its affairs at however, that in each case, immediately before and after giving effect thereto, no Default shall have occurred and be continuing and, in the case of any time; provided that such dissolutionmerger to which the Borrower is a party, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect and the assets of such Restricted Subsidiary are distributed to a Loan Party (other than to Borrower is the Parent or either Holdings Entity)surviving corporation.
Appears in 1 contract
Samples: Credit Agreement (Grubb & Ellis Co)
Mergers, Etc. Merge into or Merge, dissolve, liquidate, amalgamate, consolidate with any Person or permit any Person to merge into itanother Person, or permit any dispose of its Restricted Subsidiaries to do so(whether in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired), except that:
(i) any Restricted Subsidiary of the US Borrower may merge into into, amalgamate, or consolidate or amalgamate with any other Restricted Subsidiary of the Borrower or with the US Borrower; provided provided, that, in the case of any such merger, consolidation amalgamation or amalgamationconsolidation, the Person formed by such merger, amalgamation or consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower or the US Borrower; and provided further provided, further, that, in the case of any such merger, amalgamation or consolidation or amalgamation to which a US Subsidiary Guarantor or a Canadian Subsidiary Guarantor is a party, the Person formed by such merger, amalgamation or consolidation or amalgamation shall be a US Subsidiary Guarantor or Canadian Subsidiary Guarantor, respectively; provided further that in the Borrowercase of a merger, amalgamation or consolidation to which both a US Subsidiary Guarantor and a Canadian Subsidiary Guarantor are parties, the person formed by such merger, amalgamation or consolidation shall be a US Subsidiary Guarantor;
(ii) as part of any acquisition permitted under Section 5.02(f5.02(e), any Restricted Subsidiary of the US Borrower may merge into into, amalgamate or consolidate or amalgamate with any other Person or permit any other Person to merge into into, amalgamate or consolidate or amalgamate with it; provided provided, that (i) the Person surviving such merger, consolidation merger or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower; US Borrower and provided further that, (ii) in the case of any such merger, amalgamation or consolidation or amalgamation to which a US Subsidiary Guarantor or a Canadian Subsidiary Guarantor is a party, the Person formed by such merger, amalgamation or consolidation or amalgamation shall be a US Subsidiary Guarantor or a Canadian Subsidiary Guarantor, respectively;
(iii) as part of any Transfer permitted under Section 5.02(e)sale or other disposition, any Restricted Subsidiary of the US Borrower may merge into into, amalgamate or consolidate with any other Person or permit any other Person to merge into into, amalgamate or consolidate with it; and;
(iv) any Restricted of the US Borrower's Subsidiaries may merge into the US Borrower (with the US Borrower being the surviving entity);
(v) any Subsidiary that is not a Loan Party may merge into, amalgamate or consolidate with any other Subsidiary that is not a Loan Party;
(vi) any Subsidiary that is not a Loan Party may dissolve, liquidate or wind up its affairs at any time; provided time if the US Borrower determines in good faith that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect and Effect; and
(vii) any Immaterial Subsidiary or Subsidiary that is no longer useful in the business of the Borrowers (as determined by US Borrower in its reasonable discretion) may dissolve, liquidate or wind up its affairs at any time so long as the assets are transferred to another Loan Party; provided, however, that in each case, immediately before and after giving effect thereto, no Event of such Restricted Subsidiary are distributed to a Loan Party (other than to the Parent or either Holdings Entity)Default shall have occurred and be continuing.
Appears in 1 contract
Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Restricted Subsidiaries (other than Foreign Subsidiaries) to do so, except that:
(i) any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with any other Restricted Subsidiary of the Borrower or with the Borrower; provided that, in the case of any such merger, consolidation or amalgamation, the Person formed by such merger, consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower or the Borrower; and provided further that, in the case of any such merger, consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, consolidation or amalgamation shall be a Subsidiary Guarantor or the Borrower;
(ii) as part of any acquisition permitted under Section 5.02(f), any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with any other Person or permit any other Person to merge into or consolidate or amalgamate with it; provided that the Person surviving such merger, consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower; and provided further that, in the case of any merger, consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, consolidation or amalgamation shall be a Subsidiary Guarantor;
(iii) as part of any Transfer permitted under Section 5.02(e), any Restricted Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; and
(iv) any Restricted Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect and the assets of such Restricted Subsidiary are distributed to a Loan Party (other than to the Parent or either Holdings Entity)Effect.
Appears in 1 contract
Mergers, Etc. Merge into or Merge, dissolve, liquidate, amalgamate, consolidate with any Person or permit any Person to merge into itanother Person, or permit any dispose of its Restricted Subsidiaries to do so(whether in one transaction or in a series of transactions) all or substantially all of the assets (whether now owned or hereafter acquired), except that:
(i) any Restricted Subsidiary of the US Borrower may merge into into, amalgamate, or consolidate or amalgamate with any other Restricted Subsidiary of the Borrower or with the US Borrower; provided provided, that, in the case of any such merger, consolidation amalgamation or amalgamationconsolidation, the Person formed by such merger, amalgamation or consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower or the US Borrower; and provided further provided, further, that, in the case of any such merger, amalgamation or consolidation or amalgamation to which a US Subsidiary Guarantor or a Canadian Subsidiary Guarantor is a party, the Person formed by such merger, amalgamation or consolidation or amalgamation shall be a US Subsidiary Guarantor or Canadian Subsidiary Guarantor, respectively; provided further that in the Borrowercase of a merger, amalgamation or consolidation to which both a US Subsidiary Guarantor and a Canadian Subsidiary Guarantor are parties, the person formed by such merger, amalgamation or consolidation shall be a US Subsidiary Guarantor;
(ii) as part of any acquisition permitted under Section 5.02(f5.02(e), any Restricted Subsidiary of the US Borrower may merge into into, amalgamate or consolidate or amalgamate with any other Person or permit any other Person to merge into into, amalgamate or consolidate or amalgamate with it; provided provided, that (i) the Person surviving such merger, consolidation merger or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower; US Borrower and provided further that, (ii) in the case of any such merger, amalgamation or consolidation or amalgamation to which a US Subsidiary Guarantor or a Canadian Subsidiary Guarantor is a party, the Person formed by such merger, amalgamation or consolidation or amalgamation shall be a US Subsidiary Guarantor or a Canadian Subsidiary Guarantor, respectively;
(iii) as part of any Transfer permitted under Section 5.02(e)sale or other disposition, any Restricted Subsidiary of the US Borrower may merge into into, amalgamate or consolidate with any other Person or permit any other Person to merge into into, amalgamate or consolidate with it; and;
(iv) any Restricted of the US Borrower’s Subsidiaries may merge into the US Borrower (with the US Borrower being the surviving entity);
(v) any Subsidiary that is not a Loan Party may merge into, amalgamate or consolidate with any other Subsidiary that is not a Loan Party;
(vi) any Subsidiary that is not a Loan Party may dissolve, liquidate or wind up its affairs at any time; provided time if the US Borrower determines in good faith that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect and Effect; and
(vii) any Immaterial Subsidiary or Subsidiary that is no longer useful in the business of the Borrowers (as determined by US Borrower in its reasonable discretion) may dissolve, liquidate or wind up its affairs at any time so long as the assets are transferred to another Loan Party; provided, however, that in each case, immediately before and after giving effect thereto, no Event of such Restricted Subsidiary are distributed to a Loan Party (other than to the Parent or either Holdings Entity)Default shall have occurred and be continuing.
Appears in 1 contract
Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Restricted Subsidiaries to do so, except that:
(i) any Restricted Subsidiary of the Borrower Shared Collateral Loan Party may merge into or consolidate or amalgamate with any other Restricted Subsidiary of the Borrower or with the Borrower; Shared Collateral Loan Party, provided that, that (A) in the case of any such mergermerger or consolidation to which USI is a party, USI shall be the survivor thereof, (B) in the case of any such merger or consolidation or amalgamationto which USI is not a party, the Person formed by such merger, merger or consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower or the Borrower; USI and provided further that, (C) in the case of any such merger, merger or consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, merger or consolidation or amalgamation shall be a Subsidiary Guarantor or the BorrowerGuarantor;
(ii) as part of any acquisition permitted under Section 5.02(f), any Restricted Foreign Subsidiary of the Borrower may merge into or consolidate or amalgamate with (A) any other Person Foreign Subsidiary or permit (B) any other Person Non-Shared Collateral Loan Party that was a Foreign Subsidiary prior to merge into or consolidate or amalgamate with it; becoming a Non-Shared Collateral Loan Party, provided that the Person surviving such merger, consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower; and provided further that, in the case of any merger, consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, merger or consolidation or amalgamation shall be a Subsidiary GuarantorNon-Shared Collateral Loan Party;
(iii) as part of any Transfer permitted under Section 5.02(e), any Restricted Subsidiary of the Borrower Non-Shared Collateral Loan Party may merge into or consolidate with any other Non-Shared Collateral Loan Party, provided that the Person formed by such merger or permit any other Person to merge into or consolidate with it; andconsolidation shall be a Non-Shared Collateral Loan Party and a guarantor under a Non-Shared Guaranty;
(iv) any Restricted Immaterial Subsidiary may dissolve, liquidate all or wind up substantially all of its affairs assets or dissolve at any time; , provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect and the assets of such Restricted Immaterial Subsidiary are distributed shall be transferred to a Loan Party its direct parent upon such liquidation or dissolution; and
(other than v) in addition to any merger or consolidation permitted by the foregoing clauses, any Subsidiary of USI may merge with any Person in order to consummate any Asset Disposition permitted by Section 6.02(e)(iv) and consummated in accordance therewith and subject to the Parent conditions set forth therein, provided that such merger or either Holdings Entityconsolidation shall occur concurrently with such Asset Disposition and, as a result thereof, the Subsidiary of USI party to such merger or consolidation shall cease to be a Subsidiary of USI; provided, however, that in each case, immediately before and after giving effect thereto, no Default shall have occurred and be continuing other than, in the case of clause (iv), a Default that shall be and is fully cured by the related Asset Disposition and the application of the Net Cash Proceeds thereof.
Appears in 1 contract
Samples: Amendment, Restatement, General Provisions and Intercreditor Agreement (Us Industries Inc /De)
Mergers, Etc. Merge into or consolidate with any Person or permit any Person to merge into it, or permit any of its Restricted Subsidiaries to do so, except that:
(i) any Restricted Subsidiary of the either Borrower may merge into or consolidate or amalgamate with any other Restricted Subsidiary of the Borrower or with the such Borrower; provided that, in the case of any such merger, consolidation merger or amalgamationconsolidation, the Person formed by such merger, merger or consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower or the such Borrower; and provided further that, in the case of any such merger, consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, consolidation or amalgamation shall be a Subsidiary Guarantor or the Borrower;,
(ii) as part of in connection with any acquisition permitted under Section 5.02(f), any Restricted Subsidiary of the Borrower may merge into or consolidate or amalgamate with any other Person or permit any other Person to merge into or consolidate or amalgamate with it; provided that the Person surviving such merger, consolidation or amalgamation shall be a wholly owned (other than directors’ qualifying shares or other nominal issuance in order to comply with local laws) Restricted Subsidiary of the Borrower; and provided further that, in the case of any merger, consolidation or amalgamation to which a Subsidiary Guarantor is a party, the Person formed by such merger, consolidation or amalgamation shall be a Subsidiary Guarantor;
(iii) as part of any Transfer permitted under Section 5.02(e), any Restricted Subsidiary of the either Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided that the Person surviving such merger shall be a wholly owned Restricted Subsidiary of such Borrower,
(iii) any Subsidiary of either Borrower may merge into or consolidate with such Borrower; provided that that such Subsidiary shall have no Debt, other than Debt permitted to be incurred by the U.S. Borrower under Section 5.02(b), and provided further such Borrower shall be the surviving entity in any such merger or consolidation, and
(iv) in connection with any Restricted Subsidiary acquisition permitted under Section 5.02(e), the U.S. Borrower may dissolve, liquidate merge into or wind up its affairs at consolidate with any timeother Person or permit any other Person to merge into or consolidate with it; provided that (A) the Person surviving such dissolutionmerger or consolidation shall be the U.S. Borrower or shall assume all obligations of the U.S. Borrower under the Loan Documents in a manner reasonably satisfactory to the Administrative Agent, liquidation (B) such merger or winding upconsolidation shall not result in a Change of Control, as applicable, could not reasonably be expected to and (C) the Person surviving such merger or consolidation shall have a Material Adverse Effect and the assets of such Restricted Subsidiary are distributed to a Loan Party (no Debt other than Debt permitted to be incurred by the Parent or either Holdings EntityU.S. Borrower under Section 5.02(b).
Appears in 1 contract
Samples: Credit Agreement (Accuride Corp)