Common use of Restriction on Fundamental Changes Clause in Contracts

Restriction on Fundamental Changes. Neither the Company nor any of its Subsidiaries shall enter into any merger or consolidation, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or substantially all of the Company's consolidated business or property (each such transaction a "Fundamental Change"), whether now or hereafter acquired, except (i) Fundamental Changes permitted under sections 10.3(b), 10.3(d) or 10.3(g), (ii) a Subsidiary of the Company may be merged into or consolidated with the Company (in which case the Company shall be the surviving corporation) or any wholly-owned Subsidiary of the Company provided the Company owns, directly or indirectly, a percentage of the equity of the merged entity not less than the percentage it owned of the Subsidiary prior to such Fundamental Change and if the predecessor Subsidiary was a Subsidiary Guarantor, the surviving Subsidiary shall be a Subsidiary Guarantor hereunder, (iii) any liquidation of any Subsidiary of the Company, into the Company or another Subsidiary of the Company, as applicable, and (iv) upon not less than thirty (30) days' prior written notice to the holders of the Notes, any merger or reincorporation of the Company or any Subsidiary solely for purposes of reincorporation in a different jurisdiction.

Restriction on Fundamental Changes. Neither the Company nor any of its Subsidiaries shall enter into any merger or consolidation, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or substantially all of the Company's ’s consolidated business or property (each such transaction a "“Fundamental Change"”), whether now or hereafter acquired, except (i) Fundamental Changes permitted under sections 10.3(bSections 7.3(B), 10.3(d7.3(D) or 10.3(g7.3(G), (ii) a Subsidiary of the Company may be merged into or consolidated with the Company (in which case the Company shall be the surviving corporation) or any wholly-owned Subsidiary of the Company provided the Company owns, directly or indirectly, a percentage of the equity of the merged entity not less than the percentage it owned of the Subsidiary prior to such Fundamental Change and if the predecessor Subsidiary was a Subsidiary Guarantor, the surviving Subsidiary shall be a Subsidiary Guarantor hereunder, and (iii) any liquidation of any Subsidiary of the Company, into the Company or another Subsidiary of the Company, as applicable, and (iv) upon not less than thirty (30) days' prior written notice to the holders of the Notes, any merger or reincorporation of the Company or any Subsidiary solely for purposes of reincorporation in a different jurisdiction.

Restriction on Fundamental Changes. Neither the Company nor any of its Subsidiaries shall enter into any merger or consolidation, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or substantially all of the Company's consolidated business or property (each such transaction a "Fundamental Change"), whether now or hereafter acquired, except (i) Fundamental Changes permitted under sections 10.3(bSections 7.3(B), 10.3(d7.3(D) or 10.3(g7.3(G), (ii) a Subsidiary of the Company may be merged into or consolidated with the Company (in which case the Company shall be the surviving corporation) or any wholly-owned Subsidiary of the Company provided the such Company owns, directly or indirectly, a percentage of the equity of the merged entity not less than the percentage it owned of the Subsidiary prior to such Fundamental Change and if the predecessor Subsidiary was a Subsidiary Guarantor, the surviving Subsidiary shall be a Subsidiary Guarantor hereunder, and (iii) any liquidation of any Subsidiary of the Company, into the Company or another Subsidiary of the Company, as applicable, and (iv) upon not less than thirty (30) days' prior written notice to the holders of the Notes, any merger or reincorporation of the Company or any Subsidiary solely for purposes of reincorporation in a different jurisdiction.

Restriction on Fundamental Changes. Neither the Company nor any of its Subsidiaries shall enter into any merger or consolidation, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or substantially all of the Company's consolidated business or property (each such transaction a "Fundamental Change"), whether now or hereafter acquired, except (i) Fundamental Changes permitted under sections 10.3(bSections 7.3(B), 10.3(d7.3(D) or 10.3(g7.3(G), (ii) a Subsidiary of the Company may be merged into or consolidated with the Company (in which case the Company shall be the surviving corporation) or any wholly-owned Subsidiary of the Company provided the Company owns, directly or indirectly, a percentage of the equity of the merged entity not less than the percentage it owned of the Subsidiary prior to such Fundamental Change and if the predecessor Subsidiary was a Subsidiary Guarantor, the surviving Subsidiary shall be a Subsidiary Guarantor hereunder, and (iii) any liquidation of any Subsidiary of the Company, into the Company or another Subsidiary of the Company, as applicable, and (iv) upon not less than thirty (30) days' prior written notice to the holders of the Notes, any merger or reincorporation of the Company or any Subsidiary solely for purposes of reincorporation in a different jurisdiction.

Restriction on Fundamental Changes. Neither the Company nor any of its Subsidiaries shall enter into any merger or consolidation, or liquidate, wind-up wind‑up or dissolve (or suffer any liquidation or dissolution), or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or substantially all of the Company's ’s consolidated business or property (each such transaction a "“Fundamental Change"”), whether now or hereafter acquired, except (i) Fundamental Changes permitted under sections 10.3(bSections 7.3(b), 10.3(d7.3(d) or 10.3(g7.3(g), (ii) a Subsidiary of the Company may be merged into or consolidated with the Company (in which case the Company shall be the surviving corporation) or any wholly-owned wholly‑owned Subsidiary of the Company provided the Company owns, directly or indirectly, a percentage of the equity of the merged entity not less than the percentage it owned of the Subsidiary prior to such Fundamental Change and if the predecessor Subsidiary was a Subsidiary Guarantor, the surviving Subsidiary shall be a Subsidiary Guarantor hereunder, (iii) any liquidation of any Subsidiary of the Company, into the Company or another Subsidiary of the Company, as applicable, and (iv) upon Fundamental Changes entered into to consummate the Xxxx Acquisition, and (v) any Subsidiary may dissolve, liquidate or wind-up its affairs at any time if such dissolution, liquidation or winding up is not less than thirty (30) days' prior written notice disadvantageous to the holders of the Notes, any merger or reincorporation of the Company Administrative Agent or any Subsidiary solely for purposes of reincorporation Lender in a different jurisdictionany material respect.

Restriction on Fundamental Changes. Neither the Company nor any of its Subsidiaries shall enter into any merger or consolidation, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or substantially all of the Company's consolidated business or property (each such transaction a "Fundamental Change"), whether now or hereafter acquired, except (i) Fundamental Changes permitted under sections 10.3(bSections 7.3(B), 10.3(d7.3(D) or 10.3(g7.3(G), (ii) a Subsidiary of the Company may be merged into or consolidated with the Company (in which case the Company shall be the 74 84 surviving corporation) or any wholly-owned Subsidiary of the Company provided the such Company owns, directly or indirectly, a percentage of the equity of the merged entity not less than the percentage it owned of the Subsidiary prior to such Fundamental Change and if the predecessor Subsidiary was a Subsidiary Guarantor, the surviving Subsidiary shall be a Subsidiary Guarantor hereunder, and (iii) any liquidation of any Subsidiary of the Company, into the Company or another Subsidiary of the Company, as applicable, and (iv) upon not less than thirty (30) days' prior written notice to the holders of the Notes, any merger or reincorporation of the Company or any Subsidiary solely for purposes of reincorporation in a different jurisdiction.

Restriction on Fundamental Changes. Neither the Company nor any of its Subsidiaries shall enter into any merger or consolidation, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or substantially all of the Company's consolidated business or property (each such transaction a "Fundamental ChangeFUNDAMENTAL CHANGE"), whether now or hereafter acquired, except (i) Fundamental Changes permitted under sections 10.3(bSections 7.3(B), 10.3(d7.3(D) or 10.3(g7.3(G), (ii) a Subsidiary of the Company may be merged into or consolidated with the Company (in which case the Company shall be the surviving corporation) or any wholly-owned Subsidiary of the Company provided the such Company owns, directly or indirectly, a percentage of the equity of the merged entity not less than the percentage it owned of the Subsidiary prior to such Fundamental Change and if the predecessor Subsidiary was a Subsidiary Guarantor, the surviving Subsidiary shall be a Subsidiary Guarantor hereunder, and (iii) any liquidation of any Subsidiary of the Company, into the Company or another Subsidiary of the Company, as applicable, and (iv) upon not less than thirty (30) days' prior written notice to the holders of the Notes, any merger or reincorporation of the Company or any Subsidiary solely for purposes of reincorporation in a different jurisdiction.

Restriction on Fundamental Changes. Neither the Company nor any of its Subsidiaries shall enter into any merger or consolidation, or liquidate, wind-up wind‑up or dissolve (or suffer any liquidation or dissolution), or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or substantially all of the Company's ’s consolidated business or property (each such transaction a "“Fundamental Change"”), whether now or hereafter acquired, except (i) Fundamental Changes permitted under sections 10.3(bSections 7.3(b), 10.3(d7.3(d) or 10.3(g7.3(g), (ii) a Subsidiary of the Company may be merged into or consolidated with the Company (in which case the Company shall be the surviving corporation) or any wholly-owned wholly‑owned Subsidiary of the Company provided the Company owns, directly or indirectly, a percentage of the equity of the merged entity not less than the percentage it owned of the Subsidiary prior to such Fundamental Change and if the predecessor Subsidiary was a Subsidiary Guarantor, the surviving Subsidiary shall be a Subsidiary Guarantor hereunder, (iii) any liquidation of any Subsidiary of the Company, into the Company or 71 67501104_3 another Subsidiary of the Company, as applicable, and (iv) upon Fundamental Changes entered into to consummate the Xxxx Acquisition, and (v) any Subsidiary may dissolve, liquidate or wind-up its affairs at any time if such dissolution, liquidation or winding up is not less than thirty (30) days' prior written notice disadvantageous to the holders of the Notes, any merger or reincorporation of the Company Administrative Agent or any Subsidiary solely for purposes of reincorporation Lender in a different jurisdictionany material respect.

Restriction on Fundamental Changes. Neither the Company nor any of its Subsidiaries shall enter into any merger or consolidation, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or substantially all of the Company's consolidated business or property (each such transaction a "Fundamental FUNDAMENTAL Change"), whether now or hereafter acquired, except (i) Fundamental Changes permitted under sections 10.3(bSections 7.3(B), 10.3(d7.3(D) or 10.3(g7.3(F), (ii) a Subsidiary of the Company may be merged into or consolidated with the Company (in which case the Company shall be the surviving corporation) or any wholly-owned Subsidiary of the Company provided the such Company owns, directly or indirectly, a percentage of the equity of the merged entity not less than the percentage it owned of the Subsidiary prior to such Fundamental Change and if the predecessor Subsidiary was a Subsidiary GuarantorGuarantor or subject to a Pledge Agreement, the surviving Subsidiary shall be a Subsidiary Guarantor hereunderhereunder or subject to a Pledge Agreement, and (iii) any liquidation of any Subsidiary of the Company, into the Company or another Subsidiary of the Company, as applicable, and (iv) upon not less than thirty (30) days' prior written notice to the holders of the Notes, any merger or reincorporation of the Company or any Subsidiary solely for purposes of reincorporation in a different jurisdiction.