Common use of Restriction on Fundamental Changes and Asset Sales Clause in Contracts

Restriction on Fundamental Changes and Asset Sales. The Borrower shall not, and shall not permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or sub-lessor), exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of its business, assets or property; provided that (a) the Borrower and its Subsidiaries may make Acquisitions permitted by Section 6.3; and (b) so long as no Event of Default or Potential Event of Default exists or would result therefrom: (i) any Subsidiary of the Borrower may merge or consolidate with or into, or dispose of assets to, any other Subsidiary or to the Borrower; (ii) any Subsidiary may merge or consolidate with or into another Person, convey, transfer, lease or otherwise dispose of all or any portion of its assets so long as (A) the consideration received in respect of such merger, consolidation, conveyance, transfer, lease or other disposition is at least equal to the fair market value of such assets and (B) no Material Adverse Effect could reasonably be expected to result from such merger, consolidation, conveyance, transfer, lease or other disposition; and (iii) the Borrower may merge with any other Person so long as the Borrower is the surviving entity.