No Merger, Amalgamation, etc. Canadian Borrower shall not enter into any transaction whereby all or substantially all of its undertaking, property and assets would become the property of any other person (herein called a “Successor”) whether by way of reconstruction, reorganization, recapitalization, consolidation, amalgamation, merger, transfer, sale or otherwise, unless:
(a) the Successor is a corporation with limited liability and incorporated under the federal laws of Canada or the laws of any province of Canada or the Successor is a partnership duly established under the laws of any province of Canada;
(b) prior to or contemporaneously with the consummation of such transaction Canadian Borrower and the Successor shall have executed and delivered or caused to be executed and delivered to the Canadian Lender such instruments and done such things as are necessary or advisable to establish that upon the consummation of such transaction:
(i) the Successor will have assumed all the covenants and obligations of Canadian Borrower under this Agreement and the other Loan Documents to which Canadian Borrower is a party; and
(ii) this Agreement and the other Loan Documents to which Canadian Borrower is a party, as the case may be, will be valid and binding obligations of the Successor entitling the Canadian Lender, as against the Successor, to exercise all its rights under this Agreement and such other Loan Documents;
(c) such transaction shall be on such terms and shall be carried out in such manner as to preserve and not to impair any of the rights and powers of the Canadian Lender hereunder or pursuant to the other Loan Documents to which Canadian Borrower is a party;
(d) such transactions shall not result in the assets of the Successor being subject to any Liens other than Canadian Permitted Encumbrances;
(e) no Canadian Event of Default and no Canadian Default shall have occurred and be continuing, or will occur as a result of such transaction, or shall exist immediately after the consummation of such transaction; and
(f) such transaction shall not result in an adverse impact on the long-term debt rating of Holdings from any of the Designated Rating Agencies such that any of such ratings would be less than Investment Grade, provided that, (x) the requirement in Section 10.05(b) to execute and deliver instruments shall not apply to an amalgamation solely among Canadian Borrower and one or more of its Wholly-Owned Subsidiaries under the Canada Business Corporations Act and (y) the requirem...
No Merger, Amalgamation, etc. None of the Borrowers or any Restricted Subsidiary shall, directly or indirectly, merge, amalgamate or enter into any similar or other business combination pursuant to statutory authority or otherwise with any other Person except upon compliance with Section 13.12.
No Merger, Amalgamation, etc. Except as otherwise permitted hereunder, no Obligor shall enter into any transaction whereby all or substantially all of its undertaking, property and assets would become the property of any other Person (whether by way of reconstruction, reorganization, recapitalization, consolidation, amalgamation, merger, transfer, sale or otherwise).
No Merger, Amalgamation, etc. The Borrower shall not, nor shall it permit any of its Subsidiaries to, enter into any transaction whereby all or substantially all of its undertaking, property and assets would become the property of any other person whether by way of reconstruction, reorganization, recapitalization, consolidation, amalgamation, merger, transfer, sale or otherwise except, in the case of Subsidiaries, where the successor thereto or transferee thereof is the Borrower or another Wholly-Owned Subsidiary of the Borrower.
No Merger, Amalgamation, etc. The Borrower shall not, and shall not permit any Guarantor or other Subsidiary to, directly or indirectly, sell, lease, transfer, assign, convey or otherwise dispose of all or substantially all of its property and assets, and will not merge or amalgamate pursuant to statutory authority or otherwise with any other Person except upon compliance with Article 12.
No Merger, Amalgamation, etc. The Borrower shall not, nor shall it permit any Material Subsidiary to, enter into any transaction whereby all or substantially all of its undertaking, property and assets would become the property of any other person whether by way of reconstruction, reorganization, recapitalization, consolidation, amalgamation, merger, transfer, sale or otherwise, except where the successor thereto or transferee thereof is the Borrower or a Material Subsidiary provided that such entity continues to exist under the laws of Canada.
No Merger, Amalgamation, etc. The Borrower will not enter into any merger, amalgamation, arrangement, consolidation, business combination, capital reorganization, liquidation, winding-up, dissolution or similar transaction (each, a “Business Combination”), unless such Business Combination constitutes a Permitted Change of Control.
No Merger, Amalgamation, etc. The Borrower shall not, nor shall it permit any Subsidiary to, enter into any transaction whereby all or substantially all of its undertaking, property and assets would become the property of any other person (herein called a “Successor”) whether by way of reconstruction, reorganization, recapitalization, consolidation, amalgamation, merger, transfer, sale or otherwise, unless:
(i) permitted by all Senior Commercial Debt Agreements;
(ii) prior to or contemporaneously with the consummation of such transaction the Successor and, as applicable, each of the Borrower and its Subsidiaries shall have executed and delivered or caused to be executed and delivered to the Lenders such instruments and done such things as, in the reasonable opinion of Lenders’ counsel, are necessary or advisable to establish that upon the consummation of such transaction:
(A) the Successor will have assumed (by operation of law or otherwise) all the covenants and obligations of the Borrower under this Agreement; and
(B) this Agreement will be a valid and binding obligation of the Successor and the Borrower, entitling the Lenders to exercise all their rights under this Agreement against each of them;
(iii) such transaction shall be on such terms and shall be carried out in such manner as to preserve and not to impair in any material respect any of the rights and powers of the Lenders hereunder;
(iv) such transaction shall not result in the assets of the Successor being subject, to any Security Interests other than Permitted Encumbrances; and
(v) no Default or Event of Default shall have occurred and be continuing, or will occur as a result of such transaction, or shall exist immediately after the consummation of such transaction.
No Merger, Amalgamation, etc. Enter into, or permit any Subsidiary to enter into, any transaction whereby all or substantially all of its undertaking, property and assets would become the property of any other Person whether by way of reconstruction, reorganization, recapitalization, consolidation, amalgamation, merger, transfer, sale or otherwise except, in the case of Subsidiaries, where the successor thereto or transferee thereof is the Borrower or another Wholly-Owned Subsidiary of the Borrower.
No Merger, Amalgamation, etc. Except as contemplated by the Restructuring, the Borrower shall not amalgamate, merge, consolidate or otherwise enter into any other form of business combination with any other Person.
