Common use of Prohibition on Fundamental Changes Clause in Contracts

Prohibition on Fundamental Changes. Enter into any merger or consolidation or amalgamation with, any other Person (including any Subsidiary or Affiliate of the Parent, the Company or any of its Subsidiaries), or transfer all or substantially all of its assets to any Subsidiary, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or engage in any type of business other than of the same general type now conducted by it (or business that is ancillary or related thereto), or with respect to the Parent and the Company, reorganize in any foreign jurisdiction, except for: (a) any merger or amalgamation of any Subsidiary into or with (i) the Parent or the Company provided the Parent or the Company, as applicable, is the surviving entity or (ii)(A) any Domestic Subsidiary or (B) in the case of a Foreign Subsidiary, into or with any other Foreign Subsidiary; provided, in each case, that if one of the parties of such merger or amalgamation is a Guarantor then, the surviving entity shall be or become a Guarantor; (b) any merger, amalgamation or consolidation or amalgamation permitted under Section 9.7 and any transfer or disposition permitted under Section 9.6; and (c) liquidation, winding up or dissolution of any Subsidiary, provided that (i) all assets of any such Subsidiary are transferred to the Parent, the Company or to a Wholly-Owned Domestic Subsidiary (or in the case of the liquidation, winding up or dissolution of a non-Wholly Owned Subsidiary, to the equity holders of such Subsidiary on a ratable basis (or a more than ratable basis if transferred to the Parent or a Wholly-Owned Subsidiary)) and (ii) if such Subsidiary is a Guarantor, all assets of such Subsidiary are transferred to a Credit Party.

Prohibition on Fundamental Changes. Enter into any merger or merger, consolidation or amalgamation with, any other Person (including any Subsidiary or Affiliate of the Parent, the Company or any of its Subsidiaries)amalgamation, or transfer acquire all or substantially all of its the assets to or Capital Stock of any Subsidiaryother Person, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or engage convey, sell, lease, assign, transfer or otherwise dispose of, all or substantially all of its property, business or assets or make any material change in any type its present method of conducting business other than (it being acknowledged that changes to the operating and internal management structure of the same general type now conducted by it (Borrower, such as the merger of certain business divisions or business that is ancillary or related theretothe consolidation of certain management functions within the Loan Parties, shall not constitute a material change in the method of conducting business), or with respect to except that the Parent and the Company, reorganize in any foreign jurisdiction, except forfollowing shall be permitted: (a) any merger Global Entity other than the Borrower may be merged or amalgamation of consolidated with any Subsidiary into or with (i) the Parent or the Company provided the Parent or the Company, other Guarantor so long as applicable, is the surviving entity or (ii)(A) any Domestic Subsidiary or (B) in the case of a Foreign Subsidiary, into or with any other Foreign Subsidiary; provided, in each case, that if one of the parties of such merger or amalgamation is a Guarantor thenor a new Subsidiary which, the surviving entity shall be substantially concurrently with such merger or become consolidation, becomes a GuarantorGuarantor in accordance with Section 5.10(c); (b) any mergerGlobal Entity may be merged or consolidated with the Borrower if the surviving entity of such merger is the Borrower; (c) any of the Borrower’s Foreign Subsidiaries may be merged or consolidated with another Foreign Subsidiary; (i) any Restricted Subsidiary may dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any Guarantor or to any new Subsidiary which, amalgamation substantially concurrently with such transfer, becomes a Guarantor in accordance with Section 5.10(c); (ii) any Subsidiary that is not a Loan Party may dispose of any or consolidation all of its assets (upon voluntary liquidation or amalgamation otherwise) to any Loan Party; and (iii) any Subsidiary that is not a Loan Party may be merged or consolidated with, or dispose of any or all of its assets (upon voluntary liquidation or otherwise) to, any other Subsidiary that is not a Loan Party; (e) the liquidation of the Philadelphia Biogas Supply, Inc., Calpine Capital Trust I, Calpine Capital Trust II and Calpine Capital Trust III to the extent such Subsidiaries do not own any assets or property or the assets or property of such Subsidiaries are distributed to a Loan Party; (f) any Disposition permitted under Section 9.7 6.4 or any transaction (including creation of any new Subsidiary and any transfer or disposition Investments permitted under Section 9.66.6(n)) reasonably necessary to consummate any Disposition permitted under Section 6.4 or to optimize the tax benefits or minimize the adverse tax consequences of any such Disposition; (g) any Permitted Acquisition; (h) any acquisition of assets or Capital Stock solely in exchange for the issuance of Capital Stock (other than Disqualified Capital Stock) of the Borrower; and (ci) liquidationwith the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld), winding up mergers, consolidations or dissolution liquidations not otherwise permitted above of any Subsidiary, provided Global Entity or any of its Subsidiaries that (i) all assets of any such Subsidiary are transferred to the Parent, the Company is inactive or to a Wholly-Owned Domestic Subsidiary (or in the case of the liquidation, winding up or dissolution of a non-Wholly Owned Subsidiary, to the equity holders of such Subsidiary on a ratable basis (or a more than ratable basis if transferred to the Parent or a Wholly-Owned Subsidiary)) and (ii) if such Subsidiary is a Guarantor, all assets of such Subsidiary are transferred to a Credit Partyhas de minimis assets.

Prohibition on Fundamental Changes. Enter (a) Mergers, Consolidations, Disposal of Assets, Etc. Except as permitted under Section 6.12 (other than clause (vii) thereof) or Section 7.11 (other than clause (v) thereof), the Issuer will not, nor will it permit any of the Guarantors to, merge into or consolidate with any merger other Person, or consolidation or amalgamation with, permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (including any Subsidiary in one transaction or Affiliate in a series of the Parent, the Company transactions) all or any substantial part of its Subsidiaries)assets, or transfer all or substantially all of its assets to any Subsidiary, the membership or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or engage in any type of business other than of the same general type now conducted by it (or business that is ancillary or related thereto), or with respect to the Parent and the Company, reorganize in any foreign jurisdiction, except for: (a) any merger or amalgamation equity interests of any Subsidiary into or with of its Subsidiaries (i) the Parent or the Company provided the Parent or the Company, as applicable, is the surviving entity or (ii)(A) any Domestic Subsidiary or (B) in the case of a Foreign Subsidiary, into or with any other Foreign Subsidiary; provided, in each case, that whether now owned or hereafter acquired), or liquidate or dissolve, except that, if one of as a result thereof no Default shall have occurred and be continuing, (i) any Subsidiary may merge into the parties of such merger or amalgamation Issuer in a transaction in which the Issuer is the surviving corporation, (ii) any Guarantor may merge into any Guarantor in a transaction in which the surviving entity is a Guarantor thenand the Issuer's economic interest in each merging Guarantor's assets shall not have been diminished as a result of such merger, the surviving entity shall be or become a Guarantor; (biii) any mergerGuarantor may sell, amalgamation transfer, lease or consolidation otherwise dispose of its assets to the Issuer or amalgamation permitted under Section 9.7 and any transfer or disposition permitted under Section 9.6; and to another Guarantor (c) liquidation, winding up or dissolution of any Subsidiary, provided that the Issuer's economic interest in such assets is not diminished as a result thereof) and (iiv) all any Guarantor may liquidate or dissolve if the assets of any such Subsidiary Guarantor are transferred to another Guarantor (provided that the Parent, Issuer's economic interest in such assets is not diminished NRG Northeast Generating Indenture ---------------------------------- -50- as a result thereof and the Company Issuer determines in good faith that such liquidation or to a Wholly-Owned Domestic Subsidiary (or dissolution is in the case best interests of the liquidation, winding up or dissolution of a non-Wholly Owned Subsidiary, Issuer and is not materially disadvantageous to the equity holders of such Subsidiary on a ratable basis (or a more than ratable basis if transferred to the Parent or a Wholly-Owned SubsidiaryHolders)) and (ii) if such Subsidiary is a Guarantor, all assets of such Subsidiary are transferred to a Credit Party.

Prohibition on Fundamental Changes. Enter (a) Mergers, Consolidations, Disposal of Assets, Etc. Except as permitted under Section 6.12 (other than clause (vii) thereof) or Section 7.11 (other than clause (v) thereof), the Issuer will not, nor will it permit any of the Guarantors to, merge into or consolidate with any merger other Person, or consolidation or amalgamation with, permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (including any Subsidiary in one transaction or Affiliate in a series of the Parent, the Company transactions) all or any substantial part of its Subsidiaries)assets, or transfer all or substantially all of its assets to any Subsidiary, the membership or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or engage in any type of business other than of the same general type now conducted by it (or business that is ancillary or related thereto), or with respect to the Parent and the Company, reorganize in any foreign jurisdiction, except for: (a) any merger or amalgamation equity interests of any Subsidiary into or with of its Subsidiaries (i) the Parent or the Company provided the Parent or the Company, as applicable, is the surviving entity or (ii)(A) any Domestic Subsidiary or (B) in the case of a Foreign Subsidiary, into or with any other Foreign Subsidiary; provided, in each case, that whether now owned or hereafter acquired), or liquidate or dissolve, except that, if one of as a result thereof no Default shall have occurred and be continuing, (i) any Subsidiary may merge into the parties of such merger or amalgamation Issuer in a transaction in which the Issuer is the surviving corporation, (ii) any Guarantor may merge into any Guarantor in a transaction in which the surviving entity is a Guarantor thenand the Issuer's economic interest in each merging Guarantor's assets shall not have been diminished as a result of such merger, the surviving entity shall be or become a Guarantor; (biii) any mergerGuarantor may sell, amalgamation transfer, lease or consolidation otherwise dispose of its assets to the Issuer or amalgamation permitted under Section 9.7 and any transfer or disposition permitted under Section 9.6; and to another Guarantor (c) liquidation, winding up or dissolution of any Subsidiary, provided that the Issuer's economic interest in such assets is not diminished as a result thereof) and (iiv) all any Guarantor may liquidate or dissolve if the assets of any such Subsidiary Guarantor are transferred to another Guarantor (provided that the Parent, Issuer's economic interest in such assets is not diminished NRG Northeast Generating Indenture as a result thereof and the Company Issuer determines in good faith that such liquidation or to a Wholly-Owned Domestic Subsidiary (or dissolution is in the case best interests of the liquidation, winding up or dissolution of a non-Wholly Owned Subsidiary, Issuer and is not materially disadvantageous to the equity holders of such Subsidiary on a ratable basis (or a more than ratable basis if transferred to the Parent or a Wholly-Owned SubsidiaryHolders)) and (ii) if such Subsidiary is a Guarantor, all assets of such Subsidiary are transferred to a Credit Party.