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

Restriction on Fundamental Changes; Material Asset Sales. Each Borrower shall not, and shall not permit any of its Subsidiaries (other than Unrestricted Subsidiaries) to, (A) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or (B) enter into any transaction of merger or consolidation, or convey, sell, lease, sub-lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, property or fixed assets, whether now owned or hereafter acquired, except: (i) any Subsidiary of Company or any other Person may be merged or amalgamated with or into Company or any Wholly-Owned Subsidiary of Company, or be liquidated, wound up or dissolved into, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any Wholly-Owned Subsidiary of Company; provided that, (a) in the case of any such merger involving Company, Company shall be the surviving corporation, (b) in the case of such a merger involving Canada Safeway but not covered by clause (a), Canada Safeway shall be the surviving corporation and shall, after giving effect to such merger, be a Wholly-Owned Subsidiary of Company, and (c) in the case of such a merger involving a Wholly-Owned Subsidiary and not covered by either clause (a) or clause (b) above or permitted by clause (ii) below, the surviving corporation shall be a Wholly-Owned Subsidiary of Company; and (ii) subject to the provisions of subsections 9.1, 9.4 and 9.6, Company and its Subsidiaries may convey, lease, sublease, transfer, sell or otherwise dispose, including by merger, consolidation or amalgamation, of all or any part of its business, property or fixed assets, whether now owned or hereafter acquired in transactions that do not constitute Material Asset Sales; provided that if Canada Safeway would cease to be a Wholly-Owned Subsidiary of Company as the result of such conveyance, sale, transfer or other disposition, Borrowers shall have taken such actions as are necessary to terminate and pay all amounts due hereunder with respect to the Canadian Commitments as to Canada Safeway prior to or at the time such conveyance, sale, transfer or disposition becomes effective.

Restriction on Fundamental Changes; Material Asset Sales. Each Borrower shall not, and shall not permit any of its Subsidiaries (other than Unrestricted Subsidiaries) to, (A) liquidate, wind-up or dissolve itself (or suffer any 108 115 liquidation or dissolution), or (B) enter into any transaction of merger or consolidation, or convey, sell, lease, sub-lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, property or fixed assetsassets (but excluding any Repurchased Stock), whether now owned or hereafter acquired, except: (i) any Subsidiary of Company or any other Person may be merged or amalgamated with or into Company or any Wholly-Owned Subsidiary of Company, or be liquidated, wound up or dissolved into, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any Wholly-Owned Subsidiary of Company; provided that, (a) in the case of any such merger involving Company, Company shall be the surviving corporation, (b) in the case of such a merger involving Canada Safeway but not covered by clause (a), Canada Safeway shall be the surviving corporation and shall, after giving effect to such merger, be Company, Vons (in the case of a merger with a Wholly-Owned Subsidiary of CompanyCompany other than another Borrower), and Canada Safeway (c) in the case of such a merger involving a Wholly-Owned Subsidiary and not covered by either clause (a) or clause (b) above or permitted by clause (ii) below, the surviving corporation shall be with a Wholly-Owned Subsidiary of CompanyCompany other than another Borrower) or a Wholly-Owned Subsidiary shall be the continuing or surviving corporation; and (ii) subject to the provisions of subsections 9.1, 9.4 9.5 and 9.69.7, Company and its Subsidiaries may convey, lease, sublease, transfer, sell or otherwise dispose, including by merger, consolidation or amalgamation, dispose of all or any part of its business, property or fixed assets, whether now owned or hereafter acquired in transactions that do not constitute Material Asset Sales; provided that if Canada Safeway or Vons would cease to be a Wholly-Owned Subsidiary of Company as the result of such conveyance, sale, transfer or other disposition, Borrowers shall have taken such actions as are necessary to terminate and pay all amounts due hereunder with respect to (i) the Tranche A Canadian Commitments as to Canada Safeway and (ii) the Tranche A Domestic Commitments and the Tranche B Domestic Commitments as to Vons prior to or at the time such conveyance, sale, transfer or disposition becomes effective.

Restriction on Fundamental Changes; Material Asset Sales. Each Borrower shall not, and shall not permit any of its Subsidiaries (other than Unrestricted Subsidiaries) to, (A) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or (B) enter into any transaction of merger or consolidation, or convey, sell, lease, sub-lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, property or fixed assetsassets (but excluding any Repurchased Stock), whether now owned or hereafter acquired, except: (i) any Subsidiary of Company or any other Person may be merged or amalgamated with or into Company or any Wholly-Owned Subsidiary of Company, or be liquidated, wound up or dissolved into, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any Wholly-Owned Subsidiary of Company; provided that, (a) in the case of any such merger involving Company, Company shall be the surviving corporation, (b) in the case of such a merger involving Canada Safeway but not covered by clause (a), Canada Safeway shall be the surviving corporation and shall, after giving effect to such merger, be a Wholly-Owned Subsidiary of Company, and (c) in the case of such a merger involving a Wholly-Owned Subsidiary and not covered by either clause (a) or clause (b) above or permitted by clause (ii) below, the surviving corporation shall be a Wholly-Owned Subsidiary of Company; and (ii) subject to the provisions of subsections 9.1, 9.4 and 9.6, Company and its Subsidiaries may convey, lease, sublease, transfer, sell or otherwise dispose, including by merger, consolidation merger or amalgamation, of all or any part of its business, property or fixed assets, whether now owned or hereafter acquired in transactions that do not 103 109 constitute Material Asset Sales; provided that if Canada Safeway would cease to be a Wholly-Owned Subsidiary of Company as the result of such conveyance, sale, transfer or other disposition, Borrowers shall have taken such actions as are necessary to terminate and pay all amounts due hereunder with respect to the Tranche A Canadian Commitments and the Tranche B Canadian Commitments as to Canada Safeway prior to or at the time such conveyance, sale, transfer or disposition becomes effective.

Restriction on Fundamental Changes; Material Asset Sales. Each Borrower shall not, and shall not permit any of its Subsidiaries (other than Unrestricted Subsidiaries) to, (A) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or (B) enter into any transaction of merger or consolidation, or convey, sell, lease, sub-lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, property or fixed assets, whether now owned or hereafter acquired, except: (i) any Subsidiary of Company Borrower or any other Person may be merged or amalgamated with or into Company Borrower or any Wholly-Owned Subsidiary of CompanyBorrower, or be liquidated, wound up or dissolved into, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company Borrower or any Wholly-Owned Subsidiary of CompanyBorrower; provided that, (a) in the case of any such merger involving CompanyBorrower, Company Borrower shall be the surviving corporation, and (b) in the case of such a merger involving Canada Safeway but not covered by clause (a), Canada Safeway shall be the surviving corporation and shall, after giving effect to such merger, be a Wholly-Owned Subsidiary of Company, and (c) in the case of such a merger involving a Wholly-Owned Subsidiary and not covered by either clause (a) or clause (b) above or permitted by clause (ii) below, the surviving corporation shall be a Wholly-Owned Subsidiary of CompanyBorrower; and (ii) subject to the provisions of subsections 9.17.1, 9.4 7.4 and 9.67.6, Company Borrower and its Subsidiaries may convey, lease, sublease, transfer, sell or otherwise dispose, including by merger, consolidation or amalgamation, of all or any part of its business, property or fixed assets, whether now owned or hereafter acquired in transactions that do not constitute Material Asset Sales; provided that if Canada Safeway would cease to be a Wholly-Owned Subsidiary of Company as the result of such conveyance, sale, transfer or other disposition, Borrowers shall have taken such actions as are necessary to terminate and pay all amounts due hereunder with respect to the Canadian Commitments as to Canada Safeway prior to or at the time such conveyance, sale, transfer or disposition becomes effective.

Restriction on Fundamental Changes; Material Asset Sales. Each Borrower shall not, Subsection 9.4 of the Credit Agreement is hereby amended by deleting paragraph (i) in its entirety and shall not permit any of its Subsidiaries (other than Unrestricted Subsidiaries) to, (A) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or (B) enter into any transaction of merger or consolidation, or convey, sell, lease, sub-lease, transfer or otherwise dispose of, substituting the following in one transaction or a series of transactions, all or any part of its business, property or fixed assets, whether now owned or hereafter acquired, exceptplace thereof: (i) any Subsidiary of Company or any other Person may be merged or amalgamated with or into Company or any Wholly-Owned Subsidiary of Company, or be liquidated, wound up or dissolved into, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any Wholly-Owned Subsidiary of Company; provided that, (a) in the case of any such merger involving Company, Company shall be the surviving corporation, (b) in the case of such a merger involving Vons or Canada Safeway but not covered by clause (a), Vons or Canada Safeway Safeway, as the case may be, shall be the surviving corporation and shall, after giving effect to such merger, be a Wholly-Owned Subsidiary of Company, and (c) in the case of such a merger involving a Wholly-Owned Subsidiary and not covered by either clause (a) or clause (b) above or permitted by clause (ii) belowabove, the surviving corporation shall be a Wholly-Owned Subsidiary of Company; and (ii) subject to the provisions of subsections 9.1, 9.4 and 9.6, Company and its Subsidiaries may convey, lease, sublease, transfer, sell or otherwise dispose, including by merger, consolidation or amalgamation, of all or any part of its business, property or fixed assets, whether now owned or hereafter acquired in transactions that do not constitute Material Asset Sales; provided that if Canada Safeway would cease to be a Wholly-Owned Subsidiary of Company as the result of such conveyance, sale, transfer or other disposition, Borrowers shall have taken such actions as are necessary to terminate and pay all amounts due hereunder with respect to the Canadian Commitments as to Canada Safeway prior to or at the time such conveyance, sale, transfer or disposition becomes effective."