4Fundamental Changes. Consummate any merger, consolidation or amalgamation, or Division (or similar transaction), or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, or division or similar transaction except that: (i) (i) any Restricted Subsidiary may be merged, amalgamated, liquidated or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or (ii) any Restricted Subsidiary may be merged, amalgamated, liquidated or consolidated with or into any Subsidiary Guarantor (provided that (x) a Subsidiary Guarantor shall be the continuing or surviving corporation or (y) simultaneously with such transaction, the continuing or surviving corporation shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.11 in connection therewith); (ii) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary; (iii) any Non-Guarantor Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-up or otherwise) to any Restricted Subsidiary; (iv) Dispositions permitted by Section 7.05 may be consummated; (v) any Investment expressly permitted by Section 7.02 may be structured as a merger, consolidation or amalgamation; (vi) any Excluded Subsidiary may be dissolved or liquidated; (vii) So long as no Default or Event of Default is continuing or would result therefrom, Holdings may be merged with and into Parent, with Parent being the surviving entity in such merger; and (viii) the Loan Parties may effect the ▇▇▇▇▇▇ Intellectual Property Sale, the ▇▇▇▇▇▇ Liquidation, the ▇▇▇▇▇▇ Intellectual Property Sale and the ABG IP Sale (in the case of the ABG IP Sale, subject in all respects to the terms and conditions of the Third Amendment) and any assignment for the benefit of creditors in any jurisdiction relating to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Retail Stores, LLC and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Design Limited (provided that the Loan Parties may not assume or otherwise incur any liabilities in connection with any such assignment for the benefit of creditors (other than any liabilities arising as a matter of law)).
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4Fundamental Changes. Consummate Enter into any merger, consolidation or amalgamation, or consummate a Division (or similar transaction), as the Dividing Person or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property property or business, or division or similar transaction except that::
(i) (ia) any Restricted Subsidiary of the Borrower may be merged, amalgamated, liquidated merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation) or (ii) any Restricted Subsidiary may be merged), amalgamated, liquidated or consolidated with or into any Wholly Owned Subsidiary Guarantor (provided that (x) a the Wholly Owned Subsidiary Guarantor shall be the continuing or surviving corporation corporation) or into another Subsidiary of the Borrower if neither party to such merger or consolidation is a Subsidiary Guarantor;
(yb) simultaneously with such transaction, any Subsidiary of the continuing or surviving corporation shall become Borrower which is not a Subsidiary Guarantor and may liquidate, wind up or dissolve itself if the Borrower shall comply with Section 6.11 determines in connection therewith);good faith that such liquidation, wind up or dissolution is in the best interest of the Borrower and its Subsidiaries;
(iic) any Non-Guarantor Subsidiary may be merged or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary;
(iii) any Non-Guarantor Subsidiary of the Borrower may Dispose of all any or substantially all of its assets (i) to the Borrower or any Wholly Owned Subsidiary Guarantor (upon voluntary liquidation, dissolution, winding-up liquidation or otherwise) or (ii) pursuant to any Restricted Subsidiary;
(iv) Dispositions a Disposition permitted by Section 7.05 may be consummated;7.5;
(vd) any Investment expressly permitted by Section 7.02 7.8 may be structured as a merger, consolidation or amalgamation;; and
(vie) any Excluded Subsidiary Guarantor that is an LLC may be dissolved consummate a Division as the Dividing Person if, immediately upon the consummation of the Division, the assets of the applicable Dividing Person are held by one or liquidated;
(vii) So long as no Default more Subsidiary Guarantors at such time, or, with respect to assets not so held by one or Event of Default is continuing or more Subsidiary Guarantors, such Division, in the aggregate, would result therefromin a Disposition permitted by Section 7.05(h); Provided that, Holdings notwithstanding anything to the contrary in this Agreement, any Subsidiary which is a Division Successor resulting from a Division of assets of a Subsidiary Guarantor may not be merged with and into Parentdeemed to be (i) an Excluded Domestic Subsidiary, with Parent being (ii) an Excluded Foreign Subsidiary, (iii) a Special Film Entity or (iv) a Network Entity to the surviving entity in extent that such merger; and
(viii) Network Entity is unable to guarantee the Loan Parties may effect the ▇▇▇▇▇▇ Intellectual Property Sale, the ▇▇▇▇▇▇ Liquidation, the ▇▇▇▇▇▇ Intellectual Property Sale and the ABG IP Sale (in the case of the ABG IP Sale, subject in all respects Obligations pursuant to the terms and conditions of its organizational documents, at the Third Amendment) and any assignment for the benefit time of creditors in any jurisdiction relating to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Retail Stores, LLC and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Design Limited (provided that the Loan Parties may not assume or otherwise incur any liabilities in connection with any such assignment for the benefit of creditors (other than any liabilities arising as a matter of law)).applicable Division.
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4Fundamental Changes. Consummate Merge, consolidate or enter into any merger, consolidation or amalgamationsimilar combination with, or Division subject to Section 1.11, permit a division of any limited liability company, or enter into any Asset Disposition of all or substantially all of its assets (whether in a single transaction or similar transaction)a series of transactions) with, any other Person (and any division of a limited liability company will be deemed to be an Asset Disposition for purposes of this Section 9.4 and Section 9.5) or liquidate, wind wind-up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, or division or similar transaction except that) except:
(ia) (i) any Restricted Wholly-Owned Subsidiary of any Borrower may be merged, amalgamated, liquidated amalgamated or consolidated with or into the such Borrower (provided that the provided, that, such Borrower shall be the continuing or surviving corporationentity) or (ii) any Restricted Wholly-Owned Subsidiary of any Borrower may be merged, amalgamated, liquidated amalgamated or consolidated with or into any Subsidiary Guarantor (provided that (x) a provided, that, the Subsidiary Guarantor shall be the continuing or surviving corporation entity or (y) simultaneously with such transaction, the continuing or surviving corporation entity shall become a Subsidiary Guarantor and the such Borrower shall comply with Section 6.11 8.13 in connection therewith);
(iib) (i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may be merged merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary;
Subsidiary and (iiiii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may Dispose be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(c) any Subsidiary of Holdings (other than a Borrower) may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-winding up or otherwise) to any Restricted Borrower or any other Credit Party; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair value of such assets;
(i) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to any other Non-Guarantor Subsidiary and (ii) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may be merged, amalgamated or consolidated with or into, or be liquidated into, any other Non-Guarantor Subsidiary that is a Domestic Subsidiary;
(ive) Dispositions any Wholly-Owned Subsidiary of a Borrower may merge with or into the Person such Wholly-Owned Subsidiary was formed to acquire in connection with any acquisition permitted by hereunder (including any Permitted Acquisition permitted pursuant to Section 7.05 may 9.3(g)); provided, that, (i) in the case of any merger involving a Wholly-Owned Subsidiary that is a Domestic Subsidiary, (A) a Subsidiary Guarantor shall be consummatedthe continuing or surviving entity or (B) simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and such Borrower shall comply with Section 8.13 in connection therewith and (ii) in the case of any merger involving a Wholly-Owned Subsidiary that is a Pledged Foreign Subsidiary, (A) the Pledged Foreign Subsidiary shall be the continuing or surviving entity or (B) simultaneously with such transaction, the continuing or surviving entity shall become a Pledged Foreign Subsidiary and such Borrower shall comply with Section 8.13 in connection therewith;
(vf) any Investment expressly Person may merge into a Borrower or any of such Borrower’s Wholly- Owned Subsidiaries in connection with a Permitted Acquisition permitted by pursuant to Section 7.02 may 9.3(g); provided, that, in the case of a merger involving Holdings, a Borrower, a Subsidiary Guarantor or a Pledged Foreign Subsidiary, the continuing or surviving Person shall be structured as a mergerHoldings, consolidation such Borrower, such Subsidiary Guarantor or amalgamationsuch Pledged Foreign Subsidiary;
(vig) convert into any Excluded Subsidiary may be dissolved or liquidated;
other organizational form (vii) So long as no Default or Event of Default is continuing or would result therefrom, Holdings may be merged subject to complying with and into Parent, with Parent being any notification requirements under the surviving entity in such mergerCollateral Agreement); and
(viiih) the Loan Parties may effect the ▇▇▇▇▇▇ Intellectual Property Sale, the ▇▇▇▇▇▇ Liquidation, the ▇▇▇▇▇▇ Intellectual Property Sale and the ABG IP Sale (in the case of the ABG IP Sale, subject in all respects make Asset Dispositions permitted pursuant to the terms and conditions of the Third Amendment) and any assignment for the benefit of creditors in any jurisdiction relating to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Retail Stores, LLC and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Design Limited (provided that the Loan Parties may not assume or otherwise incur any liabilities in connection with any such assignment for the benefit of creditors (other than any liabilities arising as a matter of law))Section 9.5.
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