Common use of Mergers or Acquisitions Clause in Contracts

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person, except (i) in connection with the Acquisition on the Effective Date; (ii) a Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction permitted under Section 7.7.

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another PersonPerson (an “Acquisition”) (including, except (iwithout limitation, by the formation of any Subsidiary or pursuant to a Division) other than in connection with the Acquisition on the Effective Date; (ii) a Permitted Acquisition, provided that a Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction permitted under Section 7.7.

Mergers or Acquisitions. Merge Except pursuant to the Merger Agreement, merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another PersonPerson (including, except (i) in connection with without limitation, by the Acquisition on the Effective Date; (ii) formation of any Subsidiary). A Borrower may merge or consolidate into another Borrower, and a Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction permitted under Section 7.7.

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person; provided, except (i) in connection with however, if Lenders do not consent to such a transaction, then Borrower may prepay all of the Acquisition on Obligations without payment of the Effective Date; (ii) a Prepayment Fee. A Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction permitted under Section 7.7.

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person, except (i) in connection with for the Acquisition on transaction pursuant to the Purchase Agreement, which has been consummated as of the Effective Date; (ii) a . A Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction permitted under Section 7.7.

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another PersonPerson (the “Target”) (including, except without limitation, by the formation of any Subsidiary) (ian “Acquisition”) other than in connection with the Acquisition on the Effective Date; (ii) a Permitted Acquisition. A Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction permitted under Section 7.7.

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock stock, shares or property of another PersonPerson except that: (a) Borrower or any of its Subsidiaries shall be permitted to acquire all or substantially all of the capital stock, except shares or property of another Person so long as (i) in connection with the Acquisition on the Effective Date; (ii) a Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction permitted under Section 7.7.)

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with or into any other Personbusiness organization, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person, or enter into any agreement to do any of the same, except for (i) in connection with the Acquisition on the Effective Date; Permitted Acquisitions, and (ii) mergers or consolidations of a Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction permitted under Section 7.7.

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another a Person, except (i) in connection with for the Acquisition on following which shall be permitted so long as no Event of Default has occurred and is continuing or would result from such action during the Effective Date; (ii) a Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction permitted under Section 7.7.term of this Agreement:

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock stock, partnership, membership, or other ownership interest or other equity securities or property of another PersonPerson (including, without limitation, by the formation of any Subsidiary or pursuant to a Division) (except (i) as otherwise agreed to by Agent and the Lenders in connection writing in their sole and absolute discretion in accordance with the Acquisition on the Effective Date; (ii) a Section 12.6 hereof). A Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction permitted under Section 7.7.

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock stock, partnership, membership, or other ownership interest or other equity securities or property of another PersonPerson (including, without limitation, by the formation of any Subsidiary or pursuant to a Division) except (i) in connection with the Acquisition on the Effective Date; (ii) a for Permitted Acquisitions. A Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction permitted under Section 7.7.

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another PersonPerson (including, except (i) without limitation, by the formation of any Subsidiary or pursuant to a Division in each case other than in connection with a Permitted Acquisition) (an “Acquisition”, and such Person or assets so acquired, the Acquisition on the Effective Date; (ii) a “Target”). A Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction permitted under Section 7.7.

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person, except (i) in connection with where no Event of Default has occurred and is continuing or would result from such action during the Acquisition on the Effective Date; (ii) term of this Agreement. Any Subsidiary, including, without limitation any Subsidiary that is a Subsidiary Borrower, may merge or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction permitted under Section 7.7.

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another PersonPerson (including, without limitation, by the formation of any Subsidiary) except (i) in connection with to the Acquisition on the Effective Date; (ii) a Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction extent permitted under Section 7.7the KeyBank Loan Documents.

Mergers or Acquisitions. Merge Except for Permitted Acquisitions, merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with or into any other Personbusiness organization (other than mergers or consolidations of a Subsidiary into another Subsidiary or into Borrower), or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock Equity Interests or property of another Person, except (i) in connection with or enter into any agreement to do any of the Acquisition on the Effective Date; (ii) a Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction permitted under Section 7.7same.

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another PersonPerson (the “Target”) (including, without limitation, by the formation of any Subsidiary) (an “Acquisition”), except that (i) in connection with the Acquisition on the Effective Date; (ii) a Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower, or Borrower and (iiiii) in connection with Borrower and its Subsidiaries may consummate any transaction permitted under Section 7.7Permitted Acquisition.

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock stock, partnership, membership, or other ownership interest or other equity securities or property of another PersonPerson (including, except (i) in connection with without limitation, by the Acquisition on the Effective Dateformation of any Subsidiary or pursuant to a Division); (ii) a provided, however, that any Subsidiary of Parent may merge or consolidate into another Domestic Subsidiary or with and into a Borrower, or (iii) any Subsidiary that is not a Borrower may merge with any other Person so long as in connection with any transaction permitted under Section 7.7a Permitted Transfer or a Permitted Investment.

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another PersonPerson (including, without limitation, by the formation of any Subsidiary), except (i) in connection with the Acquisition on the Effective Date; (ii) for Permitted Acquisitions, provided that a Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction permitted under Section 7.7.

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with or into any other Personbusiness organization, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person, except (i) in connection with provided that the Acquisition on foregoing shall not restrict the Effective Date; (ii) a merger of one Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction permitted under Section 7.7if Borrower has given reasonable prior notice to Bank of such an occurrence.

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another PersonPerson (including, except (i) in connection with without limitation, by the Acquisition on the Effective Date; (ii) a Subsidiary may merge or consolidate into another Domestic formation of any Subsidiary or into pursuant to a Borrower, Division). Borrower shall not form or (iii) create any Subsidiary other than the Series created by Borrower in connection accordance with any transaction permitted under Section 7.7Bxxxxxxx’s Operating Documents as contemplated herein.

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another PersonPerson (including, except (iwithout limitation, by the formation of any Subsidiary or pursuant to a Division) in connection with other than a Permitted Investment. Notwithstanding the Acquisition on the Effective Date; (ii) foregoing, a Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Co-Borrower, or (iii) in connection with any transaction permitted under Section 7.7.”

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person, ; except where (ia) in connection with no Event of Default has occurred and is continuing or would exist after giving effect to the Acquisition on transactions and (b) Borrower is the Effective Date; (ii) a Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction permitted under Section 7.7surviving legal entity.

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another PersonPerson (including, without limitation, by the formation of any Subsidiary), except (i) for Subsidiaries formed in connection accordance with Section 6.11. Notwithstanding anything to the Acquisition on the Effective Date; (ii) contrary, a Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction permitted under Section 7.7.

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with or into any other Personbusiness organization, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person; provided that such merger, except (i) in connection with consolidation and acquisition may be made as long as Borrower is the Acquisition on the Effective Date; (ii) a Subsidiary may merge surviving entity and an Event of Default does not exist before or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction permitted under Section 7.7after giving effect to such transaction.

Mergers or Acquisitions. Merge or consolidate, or permit any of its ----------------------- Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person. Notwithstanding the foregoing, except (i) in connection with the Acquisition on the Effective Date; (ii) a Subsidiary Borrower's Subsidiaries may merge or consolidate into another Domestic Subsidiary or into a with other Subsidiaries of the Borrower, or (iii) in connection with any transaction permitted under Section 7.7provided that a Subsidiary of Borrower is the surviving legal entity.

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person, except (i) in connection with the Acquisition on the Effective Date; Permitted Acquisitions, (ii) the acquisition of capital stock of a Subsidiary that constitutes a Permitted Investment and (iii) a Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction permitted under Section 7.7.

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another PersonPerson (including, without limitation, by the formation of any Subsidiary or pursuant to a Division), except for (ia) in connection with the Acquisition of Leeyo on the Effective Date; Date and (iib) a Permitted Acquisitions. A Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction permitted under Section 7.7.. ”

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another PersonPerson (including, except (i) in connection with without limitation, by the Acquisition on formation of any Subsidiary). Notwithstanding the Effective Date; (ii) foregoing, a Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction permitted under Section 7.7including without limitation, through consummation of the BenefitFocus Merger Transaction.

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock stock, partnership, membership, or other ownership interest or other equity securities or property of another PersonPerson (including, except (i) in connection with without limitation, by the Acquisition on the Effective Date; (ii) a Subsidiary may merge or consolidate into another Domestic formation of any Subsidiary or into pursuant to a Borrower, or (iiiDivision) in connection with any transaction permitted under Section 7.7.other than a Permitted Exhibit 10.1

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock stock, partnership, membership, or other ownership interest or other equity securities or property of another PersonPerson (including, except (i) in connection with without limitation, by the Acquisition on formation of any Subsidiary or pursuant to a Division). Notwithstanding the Effective Date; (ii) a foregoing, any Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction permitted under Section 7.7.

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another PersonPerson (including, except (i) in connection with without limitation, by the Acquisition on formation of any Subsidiary); provided, that Borrower shall be permitted to form one or more Domestic Subsidiaries, but only to the Effective Date; (ii) a Subsidiary may merge or consolidate into another extent that each such Domestic Subsidiary or into a Borrower, or (iii) in connection complies with any transaction permitted under Section 7.7.6.13

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another PersonPerson (including, without limitation, by the formation of any Subsidiary) except (i) in connection with for Permitted Acquisitions. Notwithstanding the Acquisition on the Effective Date; (ii) foregoing, a Subsidiary (other than a Borrower) may merge or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction permitted under Section 7.7.

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock stock, partnership, membership, or other ownership interest or other equity securities or property of another PersonPerson (including, without limitation, by the formation of any Subsidiary or pursuant to a Division) (except (i) as otherwise agreed to by Bank in connection with the Acquisition on the Effective Date; (ii) a writing). A Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction permitted under Section 7.7.

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another PersonPerson (including, except (i) in connection with without limitation, by the Acquisition on the Effective Date; (ii) formation of any Subsidiary or pursuant to a Division), provided that a Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction permitted under Section 7.7.

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with or into any other Personbusiness organization (other than mergers or consolidations of a Subsidiary into another Subsidiary or into Borrower), or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person, except (i) Person unless all outstanding Obligations are repaid in full and this Agreement is terminated in connection with the Acquisition on the Effective Date; (ii) a Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction permitted under Section 7.7such transaction.

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another PersonPerson (including, except without limitation, by the formation of any Subsidiary), except: (i) in connection with the Acquisition on the Effective Date; a Permitted Acquisition, and (ii) a Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction permitted under Section 7.7.. 7.4

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock stock, partnership, membership, or other ownership interest or other equity securities or property of another PersonPerson (including, except (i) in connection with without limitation, by the Acquisition on formation of any Subsidiary or pursuant to a Division). Notwithstanding anything to the Effective Date; (ii) contrary, a Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction permitted under Section 7.7.. 6.4

Mergers or Acquisitions. Merge Other than in connection with a Permitted Acquisition, merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another PersonPerson (including, except (i) in connection with without limitation, by the Acquisition on the Effective Dateformation of any Subsidiary); (ii) provided that a Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction permitted under Section 7.7.

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another PersonPerson (including, except (i) in connection with without limitation, by the Acquisition on the Effective Date; (ii) a formation of any Subsidiary). A Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower. For the purposes of this Section 7.3, or (iii) in connection with any transaction permitted under Section 7.7Bank’s consent shall not be unreasonably withheld.

Mergers or Acquisitions. (a) Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or (b) acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another PersonPerson for consideration in excess of $200,000. Notwithstanding the foregoing, except (i) in connection with the Acquisition on the Effective Date; (ii) a Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction permitted under Section 7.7.

Mergers or Acquisitions. Merge Other than Permitted Investments, merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another PersonPerson (including, except (i) in connection with without limitation, by the Acquisition on the Effective Dateformation of any Subsidiary); (ii) provided that a Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction permitted under Section 7.7.

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another PersonPerson (each, a “Target”) (including, without limitation, by the formation of any Subsidiary) (an “Acquisition”), except that (i) in connection with the Acquisition on the Effective Date; (ii) a Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower, or and (iiiii) in connection with Borrower and its Subsidiaries may consummate any transaction permitted under Section 7.7Permitted Acquisition.

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another PersonPerson . Notwithstanding the foregoing, except (i) in connection with the Acquisition on the Effective Date; (ii) a Subsidiary Borrower's Subsidiaries may merge or consolidate into another Domestic Subsidiary or into a with other Subsidiaries of the Borrower, or (iii) in connection with any transaction permitted under Section 7.7provided that a Subsidiary of Borrower is the surviving legal entity.

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another PersonPerson except where Borrower immediately remits proceeds received from any such transaction sufficient to repay all outstanding principal, except (i) in connection with the Acquisition plus all accrued and unpaid interest, on the Effective Date; (ii) a Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction permitted under Section 7.7Term Loan.

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with or into any other Personbusiness organization, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person, except with respect to transactions (i) in connection with among Borrower and its wholly owned Subsidiaries provided that Borrower is the Acquisition on the Effective Date; surviving entity of each such transaction, and (ii) a Subsidiary may merge or consolidate into another Domestic Subsidiary or into a among Borrower, or (iii) in connection with any transaction permitted under Section 7.7’s wholly owned Subsidiaries.

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another PersonPerson without Lenders’ consent which will not be unreasonably withheld, except (i) in connection with the Acquisition on the Effective Date; (ii) a conditioned or delayed. A Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction permitted under Section 7.7.

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock stock, partnership, membership, or other ownership interest or other equity securities or property of another PersonPerson (including, without limitation, by the formation of any Subsidiary or pursuant to a Division), except (i) in connection with the Acquisition on the Effective Date; if (iia) a Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction permitted under Section 7.7.

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with or into any other Personbusiness organization, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person, except (i) provided that Borrower may enter into any of the foregoing for so long as Borrower is in connection compliance with the Acquisition on the Effective Date; (ii) a Subsidiary may merge all provisions of this Agreement, and an Event of Default does not exist before or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction permitted under Section 7.7after giving effect to such transaction.

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another PersonPerson (including, without limitation, by the formation of any Subsidiary or pursuant to a Division), except (i) in connection with the Acquisition on the Effective Date; (ii) a for Permitted Acquisitions and Permitted Investments. A Subsidiary may merge or consolidate into another Domestic Subsidiary or into Borrower (if such Subsidiary is also a Borrower, or (iii) in connection with any transaction permitted under Section 7.7Borrower hereunder).

Mergers or Acquisitions. (a) Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person; or, or other than Permitted Acquisitions, acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock stock, shares or property of another Person, except . (ib) Issue any Equity Interests if such issuance could result in connection with the Acquisition on the Effective Date; an Event of Default pursuant to Section 7.2 or otherwise. (ii) a Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction permitted under Section 7.7.c)

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another PersonPerson (including, except without limitation, by the formation of any Subsidiary or pursuant to a Division), other than the 2021 Merger. A Subsidiary (iwhich is not a Borrower) in connection with the Acquisition on the Effective Date; (ii) a Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction permitted under Section 7.7.

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another PersonPerson without Bank’s consent which will not be unreasonably withheld, except (i) in connection with the Acquisition on the Effective Date; (ii) a conditioned or delayed. A Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction permitted under Section 7.7.

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another PersonPerson (including, except (i) in connection with without limitation, by the Acquisition on the Effective Date; (ii) a formation of any Subsidiary). A Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower, Borrower provided that Borrower is the surviving entity and Agent and Lenders receive written notice of such merger or consolidation within ten (iii10) in connection with any transaction permitted under Section 7.7days after its occurrence.

Mergers or Acquisitions. Merge Except as provided in Section 6.1 above, merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with or into any other Personbusiness organization, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all a substantial portion of the capital stock or property of another Person, except (i) in connection with the Acquisition on the Effective Date; (ii) a Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction permitted under Section 7.7.

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock stock, partnership, membership, or other ownership interest or other equity securities or property of another PersonPerson (including, without limitation, by the formation of any Subsidiary or pursuant to a Division), except (i) in connection with the Acquisition on the Effective Datefor Permitted Acquisitions; (ii) provided that a Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction permitted under Section 7.7.

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another PersonPerson (including, without limitation, by the formation of any Subsidiary or pursuant to a Division), except (ia) in connection with the Acquisition on the Effective DateSPAC Transaction; (iib) Permitted Acquisitions; and (c) mergers and consolidations of (and transfers of all or substantially all of the capital stock or property of) a Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction permitted under Section 7.7.

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another PersonPerson (including, without limitation, by the formation of any Subsidiary or pursuant to a Division), except (i) in connection with or constituting a Permitted Investment. Notwithstanding the Acquisition on the Effective Date; (ii) foregoing, a Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction permitted under Section 7.7.

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another PersonPerson (including, except without limitation, by the formation of any Subsidiary or pursuant to a Division) (i) in connection with the Acquisition on the Effective Date; (ii) a an “Acquisition”), other than Permitted Acquisitions. A Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction permitted under Section 7.7.. WEST\292770674.6

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another PersonPerson (including, without limitation, by the formation of any Subsidiary or pursuant to a Division), except (i) in connection with or constituting a Permitted Investment. Notwithstanding the Acquisition on the Effective Date; (ii) foregoing, a Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction permitted under Section 7.7.”

Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another PersonPerson (including, without limitation, by the formation of any Subsidiary), except for (ia) in connection with the Acquisition of Leeyo on the Effective Date; Date and (iib) a Permitted Acquisitions. A Subsidiary may merge or consolidate into another Domestic Subsidiary or into a Borrower, or (iii) in connection with any transaction permitted under Section 7.7.