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

Restriction on Fundamental Changes and Asset Sales. Except pursuant to the Merger Agreement, the Borrower will not, and on and after the Merger Transactions Closing Date will not permit TWG Holdings to, consolidate or merge with or into, or convey or transfer (or permit the conveyance or transfer of) all or substantially all of the properties and assets of the Group (taken as a whole) to, any other Person unless (i) the surviving or acquiring entity (A) is a Person organized under the laws of the United States or any state thereof (or, in the case of TWG Holdings, Bermuda or any other jurisdiction approved by the Administrative Agent), (ii) the surviving or acquiring entity (A) if other than the Borrower or TWG Holdings (as applicable), expressly assumes the performance of the applicable Obligations pursuant to documentation reasonably satisfactory to the Administrative Agent and the Syndication Agents and (B) after giving effect to such transaction, will have ratings on its senior, unsecured, non-credit-enhanced debt of at least BBB by S&P and Baa3 by Xxxxx’x and (iii) immediately after giving effect to such transaction, no Event of Default or Potential Event of Default exists.

Restriction on Fundamental Changes and Asset Sales. Except pursuant to the Merger Agreement, the Borrower will not, and on and after the Merger Transactions Closing Date will not permit TWG Holdings to, consolidate or merge with or into, or convey or transfer (or permit the conveyance or transfer of) all or substantially all of the properties and assets of the Group (taken as a whole) to, any other Person unless (i) the surviving or acquiring entity (A) is a Person organized under the laws of the United States or any state thereof (or, in the case of TWG Holdings, Bermuda or any other jurisdiction approved by the Administrative Agent), (ii) the surviving or acquiring entity (A, (B) if other than the Borrower or TWG Holdings (as applicable), expressly assumes the performance of the applicable Obligations pursuant to documentation reasonably satisfactory to the Administrative Agent and the Syndication Agents and (BBC) after giving effect to such transaction, will have ratings on its senior, unsecured, non-credit-enhanced debt of at least BBB by S&P and Baa3 by Xxxxx’x and (iiiiiiii) immediately after giving effect to such transaction, no Event of Default or Potential Event of Default exists.