Common use of Prohibition of Certain Transfers Clause in Contracts

Prohibition of Certain Transfers. (a) Guarantor shall not, and shall not permit any Significant Subsidiary to, liquidate or dissolve, or combine, consolidate or merge with or into another Person; except that Guarantor or any Significant Subsidiary may combine, consolidate or merge with another Person if (i) Guarantor or a Significant Subsidiary, as the case may be, is the surviving corporation of such merger, consolidation or combination; (ii) prior to such merger, consolidation or combination, and after giving effect thereto, no default under this Guaranty shall have occurred and be continuing; (iii) such merger, consolidation or combination shall not cause a violation of Section 4.11 hereof; (iv) Guarantor shall have provided pro forma calculations to Administrative Agent demonstrating that, to the reasonable satisfaction of Administrative Agent, after giving effect to such merger, consolidation or combination (A) the projected ratio of Total Debt to Capitalization for the next succeeding fiscal quarter will be less than or equal to 0.65 to 1.00 and (B) the projected ratio of Consolidated EBITDA to Consolidated Adjusted Interest Expense for the next succeeding twelve months will equal or exceed 3.0 to 1.00; and (v) Guarantor's rights and obligations under this Guaranty and Administrative Agent's rights and obligations under this Guaranty shall not be diminished in any manner as a result of such merger, consolidation or combination.

Prohibition of Certain Transfers. (a) Guarantor Borrower shall not, and shall not permit any Significant Subsidiary to, liquidate or dissolve, or combine, consolidate or merge with or into another PersonPerson (other than any consolidation or mergers between or among Borrower and its Significant Subsidiaries); except that Guarantor Borrower or any Significant Subsidiary may combine, consolidate or merge with another Person if (i) Guarantor Borrower or a Significant Subsidiary, as the case may be, is the surviving corporation of such merger, consolidation or combination; (ii) after giving effect thereto, Borrower’s long term unsecured indebtedness ratings from Xxxxx’x and S&P are at least Baa2 and BBB-, respectively, or Baa3 and BBB, respectively; (iii) prior to such merger, consolidation or combination, and after giving effect thereto, no default under this Guaranty Inchoate Default or Event of Default shall have occurred and be continuing; (iii) such merger, consolidation or combination shall not cause a violation of Section 4.11 hereof; (iv) Guarantor Borrower shall have provided pro forma calculations to Administrative Agent demonstrating that, to the reasonable satisfaction of Administrative Agent, after giving effect to such merger, consolidation or combination (A) combination, the projected ratio of Total Debt to Capitalization for the next succeeding fiscal quarter will be less than or equal to 0.65 0.60 to 1.00 and (B) the projected ratio of Consolidated EBITDA to Consolidated Adjusted Interest Expense Ratio for the next succeeding twelve months will be greater than or equal or exceed 3.0 to 2.50 to 1.00; and (v) Guarantor's Borrower’s rights and obligations under this Guaranty Agreement and Administrative Agent's ’s rights and obligations under this Guaranty Agreement shall not be diminished in any manner as a result of such merger, consolidation or combination.

Prohibition of Certain Transfers. (a) Guarantor 5.3.1 Borrower shall not, and shall not permit any Significant Subsidiary to, liquidate or dissolve, or combine, consolidate or merge with or into another PersonPerson (other than any consolidation or mergers between or among Borrower and its Significant Subsidiaries); except that Guarantor Borrower or any Significant Subsidiary may combine, consolidate or merge with another Person if (i) Guarantor Borrower or a Significant Subsidiary, as the case may be, is the surviving corporation of such merger, consolidation or combination; (ii) after giving effect thereto, Borrower’s long term unsecured indebtedness ratings from Xxxxx’x and S&P are at least Baa2 and BBB-, respectively, or Baa3 and BBB, respectively; (iii) prior to such merger, consolidation or combination, and after giving effect thereto, no default under this Guaranty Inchoate Default or Event of Default shall have occurred and be continuing; (iii) such merger, consolidation or combination shall not cause a violation of Section 4.11 hereof; (iv) Guarantor Borrower shall have provided pro forma calculations to Administrative Agent demonstrating that, to the reasonable satisfaction of Administrative Agent, after giving effect to such merger, consolidation or combination (A) combination, the projected ratio of Total Debt to Capitalization for as at the end of the next succeeding fiscal quarter will be less than or equal to 0.65 to 1.00 and (B) the projected ratio of Consolidated EBITDA 1.00, provided that any reduction to Consolidated Adjusted Interest Expense for the next succeeding twelve months will equal or exceed 3.0 to 1.00Shareholders Equity resulting from any “TPS Event” shall be disregarded; and (v) Guarantor's Borrower’s rights and obligations under this Guaranty Agreement and Administrative Agent's ’s rights and obligations under this Guaranty Agreement shall not be diminished in any manner as a result of such merger, consolidation or combination.

Prohibition of Certain Transfers. (a) Guarantor TECO shall not, and shall not permit any Significant Subsidiary to, liquidate or dissolve, or combine, consolidate or merge with or into another Person; except that Guarantor TECO or any Significant Subsidiary may combine, consolidate or merge with another Person if (i) Guarantor TECO or a Significant Subsidiary, as the case may be, is the surviving corporation of such merger, consolidation or combination; (ii) prior to such merger, consolidation or combination, and after giving effect thereto, no default under this Guaranty Undertaking shall have occurred and be continuing; (iii) such merger, consolidation or combination shall not cause a violation of Section 4.11 hereof; (iv) Guarantor TECO shall have provided pro forma calculations to Administrative Agent demonstrating that, to the reasonable satisfaction of Administrative Agent, after giving effect to such merger, consolidation or combination (A) the projected ratio of Total Debt to Capitalization for the next succeeding fiscal quarter will be less than or equal to 0.65 to 1.00 and (B) the projected ratio of Consolidated EBITDA to Consolidated Adjusted Interest Expense for the next succeeding twelve months will equal or exceed 3.0 to 1.00; and (v) GuarantorTECO's rights and obligations under this Guaranty Undertaking and Administrative Agent's the Beneficiaries' rights and obligations remedies under this Guaranty Undertaking shall not be diminished in any manner as a result of such merger, consolidation or combination.

Prohibition of Certain Transfers. (a) Guarantor TECO shall not, and shall not permit any Significant Subsidiary to, liquidate or dissolve, or combine, consolidate or merge with or into another Person; except that Guarantor TECO or any Significant Subsidiary may combine, consolidate or merge with another Person if (i) Guarantor TECO or a Significant Subsidiary, as the case may be, is the surviving corporation of such merger, consolidation or combination; (ii) prior to such merger, consolidation or combination, and after giving effect thereto, no default under this Guaranty Undertaking shall have occurred and be continuing; (iii) such merger, consolidation or combination shall not cause a violation of Section 4.11 hereof; (iv) Guarantor TECO shall have provided pro forma calculations to Administrative Agent demonstrating that, to the reasonable satisfaction of Administrative Agent, after giving effect to such merger, consolidation or combination (A) the projected ratio of Total Debt to Capitalization for the next succeeding fiscal quarter will be less than or equal to 0.65 to 1.00 1.OO and (B) the projected ratio of Consolidated EBITDA to Consolidated Adjusted Interest Expense for the next succeeding twelve months will equal or exceed 3.0 to 1.00; and (v) GuarantorTECO's rights and obligations under this Guaranty Undertaking and Administrative Agent's the Beneficiaries' rights and obligations remedies under this Guaranty Undertaking shall not be diminished in any manner as a result of such merger, consolidation or combination.

Prohibition of Certain Transfers. (a) Guarantor 5.3.1 Borrower shall not, and shall not permit any Significant Subsidiary to, liquidate or dissolve, or combine, consolidate or merge with or into another PersonPerson (other than any consolidation or mergers between or among Borrower and its Significant Subsidiaries); except that Guarantor Borrower or any Significant Subsidiary may combine, consolidate or merge with another Person if (i) Guarantor Borrower or a Significant Subsidiary, as the case may be, is the surviving corporation of such merger, consolidation or combination; (ii) after giving effect thereto, Borrower’s long term unsecured indebtedness ratings from Xxxxx’x and S&P are at least Baa2 and BBB-, respectively, or Baa3 and BBB, respectively; (iii) prior to such merger, consolidation or combination, and after giving effect thereto, no default under this Guaranty Inchoate Default or Event of Default shall have occurred and be continuing; (iii) such merger, consolidation or combination shall not cause a violation of Section 4.11 hereof; (iv) Guarantor Borrower shall have provided pro forma calculations to Administrative Agent demonstrating that, to the reasonable satisfaction of Administrative Agent, after giving effect to such merger, consolidation or combination (A) combination, the projected ratio of Total Debt to Capitalization for the next succeeding fiscal quarter will be less than or equal to 0.65 0.60 to 1.00 and (B) the projected ratio of Consolidated EBITDA to Consolidated Adjusted Interest Expense Ratio for the next succeeding twelve months will be greater than or equal or exceed 3.0 to 2.00 to 1.00; and (v) Guarantor's Borrower’s rights and obligations under this Guaranty Agreement and Administrative Agent's ’s rights and obligations under this Guaranty Agreement shall not be diminished in any manner as a result of such merger, consolidation or combination.

Prohibition of Certain Transfers. (a) Guarantor Borrower shall not, and shall not permit any Significant Subsidiary to, liquidate or dissolve, or combine, consolidate or merge with or into another PersonPerson (other than any consolidation or mergers between or among Borrower and its Significant Subsidiaries); except that Guarantor Borrower or any Significant Subsidiary may combine, consolidate or merge with another Person if (i) Guarantor Borrower or a Significant Subsidiary, as the case may be, is the surviving corporation of such merger, consolidation or combination; (ii) after giving effect thereto, Borrower's long term unsecured indebtedness ratings from Xxxxx'x and S&P are at least Baa2 and BBB-, respectively, or Baa3 and BBB, respectively; (iii) prior to such merger, consolidation or combination, and after giving effect thereto, no default under this Guaranty Inchoate Default or Event of Default shall have occurred and be continuing; (iii) such merger, consolidation or combination shall not cause a violation of Section 4.11 hereof; (iv) Guarantor Borrower shall have provided pro forma calculations to Administrative Agent demonstrating that, to the reasonable satisfaction of Administrative Agent, after giving effect to such merger, consolidation or combination (A) combination, the projected ratio of Total Debt to Capitalization for the next succeeding fiscal quarter will be less than or equal to 0.65 0.60 to 1.00 and (B) the projected ratio of Consolidated EBITDA to Consolidated Adjusted Interest Expense Ratio for the next succeeding twelve months will be greater than or equal or exceed 3.0 to 2.50 to 1.00; and (v) GuarantorBorrower's rights and obligations under this Guaranty Agreement and Administrative Agent's rights and obligations under this Guaranty Agreement shall not be diminished in any manner as a result of such merger, consolidation or combination.