Common use of No Corporate Changes Clause in Contracts

No Corporate Changes. (i) Merge or consolidate with any Person unless such merger or consolidation does not materially impair the Collateral taken as a whole or the value thereof to the Lenders; provided, however, that (a) the Credit Parties may merge or consolidate with and into each other (as long as) if such merger or consolidation involves (x) a Borrower, such Borrower is the surviving entity, (y) a Secured Credit Party (but not a Borrower), a Secured Credit Party is the surviving entity or (z) a Guarantor but not a Secured Credit Party, such Guarantor is the surviving entity), (b) any Subsidiary of CBI may merge or consolidate with and into a Credit Party (as long as (x) if either of such Persons is a Borrower, the surviving entity is such Borrower, (y) if neither of such Persons is a Borrower, but one of such Persons is a Secured Credit Party, the surviving entity is a Secured Credit Party), or (z) if neither of such Persons is a Secured Credit Party, the surviving entity is a Guarantor, (c) any Subsidiary of CBI which is not a Credit Party may merge or consolidate with any Subsidiary of CBI which is not a Credit Party (as long as (x) unless each Person is an Excluded Entity, the surviving entity is not an Excluded Entity and (y) if either of such Subsidiaries is a Pledged Entity, the surviving entity is a Pledged Entity) and (d) one or more members of the Xxxxxxxx Fresh German Group may engage in the transactions described on Schedule 9.4 or (ii) alter or modify any Borrower’s or any of its Subsidiaries’ Articles or Certificate of Incorporation or other equivalent organizational document or form of organization (other than in connection with an Equity Issuance permitted hereunder) or (iii) alter or modify any legal names, mailing addresses, principal places of business, structure, status or existence of any Credit Party unless the same shall have been notified to the Agent in writing at least ten (10) Business Days prior to such alteration or modification or enter into or engage in any business, operation or activity materially different from that presently being conducted by CBI; provided, however, that upon ten (10) days’ notice to the Agent (and subject to the prior perfection of the Agent in the resulting limited liability company interest), any corporation may be converted to a limited liability company. Notwithstanding anything to the contrary in this Credit Agreement, clauses (i) and (ii) of this Section 9.4 shall not apply to CIL.

No Corporate Changes. (i) Merge or consolidate with any Person unless such merger or consolidation does not materially impair the Collateral taken as a whole or the value thereof to the Lenders; provided, however, that (a) the Credit Parties may merge or consolidate with and into each other (as long as) if such merger or consolidation involves (x) a Borrower, such Borrower is the surviving entity, (y) a Secured Credit Party (but not a Borrower), a Secured Credit Party is the surviving entity or (z) a Guarantor but not a Secured Credit Party, such Guarantor is the surviving entity), (b) any Subsidiary of CBI may merge or consolidate with and into a Credit Party (as long as (x) if either of such Persons is a Borrower, the surviving entity is such Borrower, (y) if neither of such Persons is a Borrower, but one of such Persons is a Secured Credit Party, the surviving entity is a Secured Credit Party), or (z) if neither of such Persons is a Secured Credit Party, the surviving entity is a Guarantor, (c) any Subsidiary of CBI which is not a Credit Party may merge or consolidate with any Subsidiary of CBI which is not a Credit Party (as long as (x) unless each Person is an Excluded Entity, the surviving entity is not an Excluded Entity and (y) if either of such Subsidiaries is a Pledged Entity, the surviving entity is a Pledged Entity) and (d) one or more members of the Xxxxxxxx Fresh German Group may engage in the transactions described on Schedule 9.4 or (ii) alter or modify any Borrower’s 's or any of its Subsidiaries’ ' Articles or Certificate of Incorporation or other equivalent organizational document or form of organization (other than in connection with an Equity Issuance permitted hereunder) or (iii) alter or modify any legal names, mailing addresses, principal places of business, structure, status or existence of any Credit Party unless the same shall have been notified to the Agent in writing at least ten (10) Business Days prior to such alteration or modification or enter into or engage in any business, operation or activity materially different from that presently being conducted by CBI; provided, however, that upon ten (10) days’ ' notice to the Agent (and subject to the prior perfection of the Agent in the resulting limited liability company interest), any corporation may be converted to a limited liability company. Notwithstanding anything to the contrary in this Credit Agreement, clauses (i) and (ii) of this Section 9.4 shall not apply to CIL.

No Corporate Changes. (i) Merge or consolidate with any Person unless such merger or consolidation does not materially impair the Collateral taken as a whole or the value thereof to the Lenders; Person, provided, however, that (a) the Credit Parties may merge or consolidate with and into each other (as long as) if such merger or consolidation involves (x) a the Borrower, such the Borrower is the surviving entity, (y) a Secured Credit Party (but not a the Borrower), a Secured Credit Party is the surviving entity or (z) a Guarantor but not a Secured Credit Party, such Guarantor is the surviving entity), (b) any Subsidiary of CBI the Borrower may merge or consolidate with and into a Credit Party (as long as (x) if either of such Persons is a the Borrower, the surviving entity is such the Borrower, (y) if neither of such Persons is a the Borrower, but one of such Persons is a Secured Credit Party, the surviving entity is a Secured Credit Party), or (z) if neither of such Persons is a Secured Credit Party, the surviving entity is a Guarantor, and (c) any Subsidiary of CBI the Borrower which is not a Credit Party may merge or consolidate with any Subsidiary of CBI the Borrower which is not a Credit Party (as long as (x) unless each Person is an Excluded Entity, the surviving entity is not an Excluded Entity and (y) if either of such Subsidiaries is a Pledged Entity, the surviving entity is a Pledged Entity) and (d) one or more members of the Xxxxxxxx Fresh German Group may engage in the transactions described on Schedule 9.4 or (ii) alter or modify any the Borrower’s 's or any of its Subsidiaries’ ' Articles or Certificate of Incorporation or other equivalent organizational document or form of organization (other than in connection with an Equity Issuance permitted hereunder) or (iii) alter or modify any legal names, mailing addresses, principal places of business, structure, status or existence of any Credit Party unless the same shall have been notified to the Agent in writing at least ten (10) Business Days prior to such alteration or modification or enter into or engage in any business, operation or activity materially different from that presently being conducted by CBIthe Borrower; provided, however, that upon ten (10) days’ ' notice to the Agent (and subject to the prior perfection of the Agent in the resulting limited liability company interest), any corporation may be converted to a limited liability company. Notwithstanding anything to the contrary in this Credit Agreement, clauses (i) and (ii) of this Section 9.4 shall not apply to CIL.

No Corporate Changes. (i) Merge or consolidate with any Person unless such merger or consolidation does not materially impair the Collateral taken as a whole or the value thereof to the Lenders; Person, provided, however, that (a) -------- -------- the Credit Parties may merge or consolidate with and into each other (as long as) if such merger or consolidation involves (x) a the Borrower, such the Borrower is the surviving entity, (y) a Secured Credit Party (but not a the Borrower), a Secured Credit Party is the surviving entity or (z) a Guarantor but not a Secured Credit Party, such Guarantor is the surviving entity), (b) any Subsidiary of CBI the Borrower may merge or consolidate with and into a Credit Party (as long as (x) if either of such Persons is a the Borrower, the surviving entity is such the Borrower, (y) if neither of such Persons is a the Borrower, but one of such Persons is a Secured Credit Party, the surviving entity is a Secured Credit Party), or (z) if neither of such Persons is a Secured Credit Party, the surviving entity is a Guarantor, and (c) any Subsidiary of CBI the Borrower which is not a Credit Party may merge or consolidate with any Subsidiary of CBI the Borrower which is not a Credit Party (as long as (x) unless each Person is an Excluded Entity, the surviving entity is not an Excluded Entity and (y) if either of such Subsidiaries is a Pledged Entity, the surviving entity is a Pledged Entity) and (d) one or more members of the Xxxxxxxx Fresh German Group may engage in the transactions described on Schedule 9.4 or (ii) alter or modify any the Borrower’s 's or any of its Subsidiaries’ ' Articles or Certificate of Incorporation or other equivalent organizational document or form of organization (other than in connection with an Equity Issuance permitted hereunder) or (iii) alter or modify any legal names, mailing addresses, principal places of business, structure, status or existence of any Credit Party unless the same shall have been notified to the Agent in writing at least ten (10) Business Days prior to such alteration or modification or enter into or engage in any business, operation or activity materially different from that presently being conducted by CBIthe Borrower; provided, however, that upon ten (10) -------- ------- days’ ' notice to the Agent (and subject to the prior perfection of the Agent in the resulting limited liability company interest), any corporation may be converted to a limited liability company. Notwithstanding anything to the contrary in this Credit Agreement, clauses (i) and (ii) of this Section 9.4 shall not apply to CIL.

No Corporate Changes. (i) Merge or consolidate with any Person unless such merger or consolidation does not materially impair the Collateral taken as a whole or the value thereof to the Lenders; provided, however, that (a) the Credit Parties may merge or consolidate with and into each other (as long as) if such merger or consolidation involves (x) a Borrower, such Borrower is the surviving entity, (y) a Secured Credit Party (but not a Borrower), a Secured Credit Party is the surviving entity or (z) a Guarantor but not a Secured Credit Party, such Guarantor is the surviving entity), (b) any Subsidiary of CBI may merge or consolidate with and into a Credit Party (as long as (x) if either of such Persons is a Borrower, the surviving entity is such Borrower, (y) if neither of such Persons is a Borrower, but one of such Persons is a Secured Credit Party, the surviving entity is a Secured Credit Party), or (z) if neither of such Persons is a Secured Credit Party, the surviving entity is a Guarantor, (c) any Subsidiary of CBI which is not a Credit Party may merge or consolidate with any Subsidiary of CBI which is not a Credit Party (as long as (x) unless each Person is an Excluded Entity, the surviving entity is not an Excluded Entity and (y) if either of such Subsidiaries is a Pledged Entity, the surviving entity is a Pledged Entity) and (d) one or more members of the Xxxxxxxx Cxxxxxxx Fresh German Group may engage in the transactions described on Schedule 9.4 or (ii) alter or modify any Borrower’s or any of its Subsidiaries’ Articles or Certificate of Incorporation or other equivalent organizational document or form of organization (other than in connection with an Equity Issuance permitted hereunder) or (iii) alter or modify any legal names, mailing addresses, principal places of business, structure, status or existence of any Credit Party unless the same shall have been notified to the Agent in writing at least ten (10) Business Days prior to such alteration or modification or enter into or engage in any business, operation or activity materially different from that presently being conducted by CBI; provided, however, that upon ten (10) days’ notice to the Agent (and subject to the prior perfection of the Agent in the resulting limited liability company interest), any corporation may be converted to a limited liability company. Notwithstanding anything to the contrary in this Credit Agreement, clauses (i) and (ii) of this Section 9.4 shall not apply to CIL.

No Corporate Changes. (i) Merge or consolidate with any Person unless such merger or consolidation does not materially impair the Collateral taken Other than to consummate a Permitted Acquisition so long as a whole or the value thereof to the Lenders; provided, however, that (a) the Credit Parties may merge or consolidate with and into each other (as long as) if such merger or consolidation involves (x) a Borrower, such Borrower Loan Party is the surviving entity, (y) a Secured Credit Party (but not a Borrower)merge, a Secured Credit Party is the surviving entity or (z) a Guarantor but not a Secured Credit Party, such Guarantor is the surviving entity), (b) any Subsidiary of CBI may merge amalgamate or consolidate with and into a Credit Party any Person, except the following, without duplication, shall be expressly permitted: (as a) so long as no Event of Default has occurred and is continuing or would result therefrom, the merger, amalgamation or consolidation of a Subsidiary of Xxxxxxx Cable with or into another Subsidiary (xincluding a Subsidiary acquired in a Permitted Acquisition) of Xxxxxxx Cable; provided that if either of such Persons Subsidiary is a Loan Party, the continuing or surviving Person shall be a Loan Party, if either Loan Party is a US Loan Party, the continuing or surviving Person shall be a US Loan Party and if either Subsidiary is a Borrower, the continuing or surviving entity is such Borrower, (y) if neither of such Persons is Person shall be a Borrower; (b) the merger, but one amalgamation or consolidation of such Persons is a Secured Credit Party, Subsidiary (including a Subsidiary acquired in a Permitted Acquisition) of Xxxxxxx Cable with or into Xxxxxxx Cable; provided that Xxxxxxx Cable shall be the continuing or surviving entity is a Secured Credit Party), or (z) if neither of such Persons is a Secured Credit Party, the surviving entity is a Guarantor, entity; (c) any Subsidiary of CBI which is not a Credit Party may merge or consolidate with any Subsidiary of CBI which is not a Credit Party (as long as (x) unless each Person is an Excluded Entity, the surviving entity is not an Excluded Entity and (y) if either of such Subsidiaries is a Pledged Entity, the surviving entity is a Pledged Entity) and (d) one or more members of the Xxxxxxxx Fresh German Group may engage in the transactions described on Schedule 9.4 or (ii) alter or modify any BorrowerLoan Party’s or any of its Subsidiaries’ Articles Subsidiary’s articles or Certificate certificate of Incorporation incorporation or other equivalent organizational document or form of organization in a manner materially adverse to the interests of the Agents or the Lenders or which would reasonably be expected to cause a Material Adverse Change; (d) without providing 10 days prior written notice to US Agent (or such shorter period approved by US Agent in its sole discretion), (i) change its state or other than in connection with an Equity Issuance permitted hereunderjurisdiction of incorporation or formation, (ii) or change its registered corporate name, (iii) alter change the location of its chief executive office and principal place of business (as well as its books and records) from the locations set forth on Schedule 4.7, or modify any legal names, mailing addresses, principal places (iv) change the location of business, structure, status or existence of any Credit Party unless its Collateral from the same shall have been notified to the Agent in writing at least ten locations set forth for such Person on Schedule 4.7; or (10e) Business Days prior to such alteration or modification or enter into or engage in any business, operation or activity materially different from that presently being conducted by CBI; provided, however, that upon ten (10) days’ notice to the Agent (and subject to the prior perfection of the Agent in the resulting limited liability company interest), any corporation may be converted to a limited liability company. Notwithstanding anything to the contrary in this Credit Agreement, clauses (i) and (ii) of this Section 9.4 shall not apply to CILLoan Parties.

No Corporate Changes. (i) Merge or consolidate with any Person unless such merger or consolidation does not materially impair the Collateral taken as a whole or the value thereof to the Lenders; Person, provided, however, that (a) the Credit Parties may merge or consolidate with and into each other (as long as) if such merger or consolidation involves (x) a the Borrower, such the Borrower is the surviving entity, (y) a Secured Credit Party (but not a the Borrower), a Secured Credit Party is the surviving entity or (z) a Guarantor but not a Secured Credit Party, such Guarantor is the surviving entity), (b) any Subsidiary of CBI the Borrower may merge or consolidate with and into a Credit Party (as long as (x) if either of such Persons is a the Borrower, the surviving entity is such the Borrower, (y) if neither of such Persons is a the Borrower, but one of such Persons is a Secured Credit Party, the surviving entity is a Secured Credit Party), or (z) if neither of such Persons is a Secured Credit Party, the surviving entity is a Guarantor, and (c) any Subsidiary of CBI the Borrower which is not a Credit Party may merge or consolidate with any Subsidiary of CBI the Borrower which is not a Credit Party (as long as (x) unless each Person is an Excluded Entity, the surviving entity is not an Excluded Entity and (y) if either of such Subsidiaries is a Pledged Entity, the surviving entity is a Pledged Entity) and (d) one or more members of the Xxxxxxxx Fresh German Group may engage in the transactions described on Schedule 9.4 or (ii) alter or modify any the Borrower’s 's or any of its Subsidiaries’ ' Articles or Certificate of Incorporation or other equivalent organizational document or form of organization (other than in connection with an Equity Issuance permitted hereunder) or (iii) alter or modify any legal names, mailing addresses, principal places of business, structure, status or existence of any Credit Party unless the same shall have been notified to the Agent in writing at least ten (10) Business Days prior to such alteration or modification or enter into or engage in any business, operation or activity materially different from that presently being conducted by CBIthe Borrower; providedPROVIDED, howeverHOWEVER, that upon ten (10) days’ ' notice to the Agent (and subject to the prior perfection of the Agent in the resulting limited liability company interest), any corporation may be converted to a limited liability company. Notwithstanding anything to the contrary in this Credit Agreement, clauses (i) and (ii) of this Section 9.4 shall not apply to CIL.

No Corporate Changes. (i) Merge or consolidate with any Person unless such merger or consolidation does not materially impair the Collateral taken as a whole or the value thereof to the Lenders; Person, provided, however, that (a) -------- ------- the Credit Parties may merge or consolidate with and into each other (as long as) if such merger or consolidation involves (x) a the Borrower, such the Borrower is the surviving entity, (y) a Secured Credit Party (but not a the Borrower), a Secured Credit Party is the surviving entity or (z) a Guarantor but not a Secured Credit Party, such Guarantor is the surviving entity), (b) any Subsidiary of CBI the Borrower may merge or consolidate with and into a Credit Party (as long as (x) if either of such Persons is a the Borrower, the surviving entity is such the Borrower, (y) if neither of such Persons is a the Borrower, but one of such Persons is a Secured Credit Party, the surviving entity is a Secured Credit Party), or (z) if neither of such Persons is a Secured Credit Party, the surviving entity is a Guarantor, and (c) any Subsidiary of CBI the Borrower which is not a Credit Party may merge or consolidate with any Subsidiary of CBI the Borrower which is not a Credit Party (as long as (x) unless each Person is an Excluded Entity, the surviving entity is not an Excluded Entity and (y) if either of such Subsidiaries is a Pledged Entity, the surviving entity is a Pledged Entity) and (d) one or more members of the Xxxxxxxx Fresh German Group may engage in the transactions described on Schedule 9.4 or (ii) alter or modify any the Borrower’s 's or any of its Subsidiaries’ ' Articles or Certificate of Incorporation or other equivalent organizational document or form of organization (other than in connection with an Equity Issuance permitted hereunder) or (iii) alter or modify any legal names, mailing addresses, principal places of business, structure, status or existence of any Credit Party unless the same shall have been notified to the Agent in writing at least ten (10) Business Days prior to such alteration or modification or enter into or engage in any business, operation or activity materially different from that presently being conducted by CBIthe Borrower; provided, however, that upon ten (10) -------- ------ days’ ' notice to the Agent (and subject to the prior perfection of the Agent in the resulting limited liability company interest), any corporation may be converted to a limited liability company. Notwithstanding anything to the contrary in this Credit Agreement, clauses (i) and (ii) of this Section 9.4 shall not apply to CIL.

No Corporate Changes. (i) Merge or consolidate with any Person unless such merger or consolidation does not materially impair the Collateral taken as a whole or the value thereof to the Lenders; Person, provided, however, that (a) -------- ------- the Credit Parties may merge or consolidate with and into each other (as long as) if such merger or consolidation involves (x) a the Borrower, such the Borrower is the surviving entity, (y) a Secured Credit Party (but not a the Borrower), a Secured Credit Party is the surviving entity or (z) a Guarantor but not a Secured Credit Party, such Guarantor is the surviving entity), (b) any Subsidiary of CBI the Borrower may merge or consolidate with and into a Credit Party (as long as (x) if either of such Persons is a the Borrower, the surviving entity is such the Borrower, (y) if neither of such Persons is a the Borrower, but one of such Persons is a Secured Credit Party, the surviving entity is a Secured Credit Party), or (z) if neither of such Persons is a Secured Credit Party, the surviving entity is a Guarantor, and (c) any Subsidiary of CBI the Borrower which is not a Credit Party may merge or consolidate with any Subsidiary of CBI the Borrower which is not a Credit Party (as long as (x) unless each Person is an Excluded Entity, the surviving entity is not an Excluded Entity and (y) if either of such Subsidiaries is a Pledged Entity, the surviving entity is a Pledged Entity) and (d) one or more members of the Xxxxxxxx Fresh German Group may engage in the transactions described on Schedule 9.4 or (ii) alter or modify any the Borrower’s 's or any of its Subsidiaries’ ' Articles or Certificate of Incorporation or other equivalent organizational document or form of organization (other than in connection with an Equity Issuance permitted hereunder) or (iii) alter or modify any legal names, mailing addresses, principal places of business, structure, status or existence of any Credit Party unless the same shall have been notified to the Agent in writing at least ten (10) Business Days prior to such alteration or modification or enter into or engage in any business, operation or activity materially different from that presently being conducted by CBIthe Borrower; provided, however, that upon ten (10) -------- ------- days’ ' notice to the Agent (and subject to the prior perfection of the Agent in the resulting limited liability company interest), any corporation may be converted to a limited liability company. Notwithstanding anything to the contrary in this Credit Agreement, clauses (i) and (ii) of this Section 9.4 shall not apply to CIL.