Common use of Mergers, Sales, Acquisitions, Subsidiaries and Other Transactions Outside the Ordinary Course of Business Clause in Contracts

Mergers, Sales, Acquisitions, Subsidiaries and Other Transactions Outside the Ordinary Course of Business. No Borrower shall (a) enter into any merger or consolidation; (b) change the state of such Borrower’s organization or enter into any transaction which has the effect of changing such Borrower’s state of organization; (c) sell, lease or otherwise dispose of any of its assets other than in the ordinary course of business; (d) purchase the stock, other equity interests or all or a material portion of the assets of any Person or division of such Person; or (e) enter into any other transaction outside the ordinary course of such Borrower’s business, including, without limitation, any purchase, redemption or retirement of any shares of any class of its stock or any other equity interest other than pursuant to rights related to employment agreements and/or employee equity plans and the like, and any issuance of any shares of, or warrants or other rights to receive or purchase any shares of, any class of its stock or any other equity interest other than pursuant to employment agreements and/or employee equity plans and the like. No Borrower shall form any Subsidiaries or enter into any joint ventures or partnerships with any other Person. Notwithstanding anything to the contrary in this Agreement, a Borrower may divest itself of United Breweries International Limited (UK).

Mergers, Sales, Acquisitions, Subsidiaries and Other Transactions Outside the Ordinary Course of Business. No Borrower shall not (ai) enter into any merger or consolidation; (bii) change the state of such Borrower’s organization or enter into any transaction which has the effect of changing such Borrower’s state of organization; (ciii) except as set forth in Section 7 hereof, sell, lease or otherwise dispose of any of its assets other than in the ordinary course of businessassets; (div) purchase the stock, other equity interests or all or a material portion of the assets of any Person or division of such Person; or (ev) enter into any other transaction outside the ordinary course of such Borrower’s business, including, without limitation, any purchase, redemption or retirement of any shares of any class of its stock or any other equity interest other than pursuant to rights related to employment agreements and/or employee equity plans and the likeinterest, and any issuance of any shares of, or warrants or other rights to receive or purchase any shares of, any class of its stock or any other equity interest interest, other than any such purchase, redemption, retirement or issuance pursuant to employment agreements and/or any compensatory arrangement entered into the ordinary course of business with any employee equity plans or director of the Borrower so long as such purchases, redemptions or retirements do not exceed $250,000 in the aggregate in any Fiscal Year and no Event of Default is continuing at the liketime of any such purchase, redemption or retirement. No Borrower shall not form any Subsidiaries or enter into any joint ventures or partnerships with any other Person. Notwithstanding anything to the contrary in this Agreement, a Borrower may divest itself of United Breweries International Limited (UK).

Mergers, Sales, Acquisitions, Subsidiaries and Other Transactions Outside the Ordinary Course of Business. No Borrower Borrowers shall not, and shall not permit any other Loan Party to (ai) enter into any merger or consolidation; (bii) change the state or province of such any Borrower’s organization or enter into any transaction which has the effect of changing such any Borrower’s state or province of organization; (ciii) sell, lease or otherwise dispose of any of its assets other than in the ordinary course of businessbusiness and other than the disposition, liquidation or other winding down of Inactive Subsidiaries; (div) purchase the stock, other equity interests or all or a material portion of the assets of any Person or division of such Person; or (ev) enter into any other transaction outside the ordinary course of such Borrower’s Borrowers’ business, including, without limitation, any purchase, redemption or retirement of any shares of any class of its stock or any other equity interest other than pursuant to rights related to employment agreements and/or employee equity plans and the likeinterest, and any issuance of any shares of, or warrants or other rights to receive or purchase any shares of, any class of its stock or any other equity interest other than pursuant to employment agreements and/or employee equity plans and than, in each case, the likeGlit/Gemtex Restructuring. No Borrower Borrowers shall not form any Subsidiaries or enter into any joint ventures or partnerships with any other Person. Notwithstanding anything to Person unless, in the contrary in this Agreementcase of a wholly-owned Subsidiary of a Borrower, such Subsidiary becomes a Borrower may divest itself of United Breweries International Limited (UK)Guarantor hereunder and executes such documentation as is reasonably requested by Lender.

Mergers, Sales, Acquisitions, Subsidiaries and Other Transactions Outside the Ordinary Course of Business. No Borrower shall not (ai) enter into any merger or consolidation; (bii) change the state of such Borrower’s organization or enter into any transaction which has the effect of changing such Borrower’s state of organization; (ciii) except as set forth in Section 7 hereof, sell, lease or otherwise dispose of any of its assets other than in the ordinary course of businessassets; (div) purchase the stock, other equity interests or all or a material portion of the assets of any Person or division of such Person; or (ev) enter into any other transaction outside the ordinary course of such Borrower’s business, including, without limitation, any purchase, redemption or retirement of any shares of any class of its stock or any other equity interest other than any such purchase, redemption, or retirement pursuant to rights related to employment agreements and/or any compensatory arrangement entered into the ordinary course of business with any employee equity plans or director of the Borrower so long as such purchases, redemptions or retirements do not exceed $250,000 in the aggregate in any Fiscal Year and no Event of Default is continuing at the like, and any issuance time of any shares ofsuch purchase, redemption or warrants or other rights to receive or purchase any shares of, any class of its stock or any other equity interest other than pursuant to employment agreements and/or employee equity plans and the likeretirement. No Borrower shall not form any Subsidiaries or enter into any joint ventures or partnerships with any other Person. Notwithstanding anything to the contrary in this Agreement, a Borrower may divest itself of United Breweries International Limited (UK).

Mergers, Sales, Acquisitions, Subsidiaries and Other Transactions Outside the Ordinary Course of Business. No Borrower shall not (ai) enter into any merger or consolidation; (bii) change the state of such Borrower’s organization or enter into any transaction which has the effect of changing such Borrower’s state of organization, unless Borrower has taken action, in a manner satisfactory to Agent in its sole discretion, to maintain the perfection of Agent’s security interest for the benefit of Lenders in the Collateral to the extent of such perfection prior to such change; (ciii) sell, lease or otherwise dispose of any of its assets other than the sale of the Exited Business Assets in accordance with the Restructuring Plan and other than in the ordinary course of business; (div) purchase the stock, other equity interests or all or a material portion of the assets of any Person or division of such Person; or (ev) enter into any other transaction outside the ordinary course of such Borrower’s business, including, without limitation, any to purchase, redemption redeem or retirement of retire any shares of any class of its stock or any other equity interest other than pursuant interest, or to rights related to employment agreements and/or employee equity plans and the like, and any issuance issue of any shares ofshares, or warrants or other rights to receive or purchase any shares of, any class of its stock or any other equity interest interest, other than pursuant to employment agreements and/or employee equity plans and the likeissuance of stock in connection with dividends or distributions payable in its stock. No Borrower shall not form any new Subsidiaries or enter into any new joint ventures or partnerships with any other Person. Notwithstanding anything to the contrary in this AgreementSection 13(d), a Borrower may divest itself of United Breweries International Limited (UK)merge or consolidate with any Subsidiary so long as Borrower is the surviving entity.

Mergers, Sales, Acquisitions, Subsidiaries and Other Transactions Outside the Ordinary Course of Business. No Borrower shall not (ai) enter into any merger or consolidation; (bii) change the state of such Borrower’s organization or enter into any transaction which has the effect of changing such Borrower’s state of organization, unless Borrower has taken action, in a manner satisfactory to Agent in its sole discretion, to maintain the perfection of Agent’s security interest for the benefit of Lenders in the Collateral to the extent of such perfection prior to such change; (ciii) sell, lease or otherwise dispose of any of its assets other than in the ordinary course of business; (div) purchase the stock, other equity interests or all or a material portion of the assets of any Person or division of such Person; or (ev) enter into any other transaction outside the ordinary course of such Borrower’s business, including, without limitation, any to purchase, redemption redeem or retirement of retire any shares of any class of its stock or any other equity interest other than pursuant interest, or to rights related to employment agreements and/or employee equity plans and the like, and any issuance issue of any shares ofshares, or warrants or other rights to receive or purchase any shares of, any class of its stock or any other equity interest interest, other than pursuant to employment agreements and/or employee equity plans and the likeissuance of stock in connection with dividends or distributions payable in its stock. No Borrower shall not form any new Subsidiaries or enter into any new joint ventures or partnerships with any other Person. Notwithstanding anything to the contrary in this AgreementSection 13(d), a Borrower may divest itself of United Breweries International Limited (UK)merge or consolidate with any Subsidiary so long as Borrower is the surviving entity.