Common use of Consolidations, Mergers and Sales of Assets; Change in Control Clause in Contracts

Consolidations, Mergers and Sales of Assets; Change in Control. No Borrower will, or will permit any Subsidiary to, directly or indirectly (a) consolidate or merge or amalgamate with or into any other Person, other than (i) mergers to consummate an acquisition permitted by subclauses (a), (b)(viii) and (b)(xii) of the definition of Permitted Investments and (ii) with not less than twenty (20) Business Days’ prior written notice to Agent (or such lesser amount of notice as Agent, in its sole discretion, may from time to time permit) mergers of any Subsidiary of a Borrower that is wholly-owned with and into a Borrower (with such Borrower as the surviving entity of such merger) or with and into any other Subsidiary of a Borrower that is wholly-owned or (b) consummate any asset dispositions other than (i) dispositions of Inventory in the Ordinary Course of Business and not pursuant to any bulk sale, (ii) dispositions of personal property assets (other than Accounts) for cash and fair value that the applicable Borrower determines in good faith is no longer used or useful in the business of such Borrower and its Subsidiaries, (iii) the granting of Liens that are Permitted Liens, (iv) licensing Intellectual Property in the Ordinary Course of Business, and (v) dispositions of personal property assets among Borrowers. No Borrower will suffer or permit to occur any Change in Control with respect to itself, any Subsidiary or any Guarantor other than Permitted Transfers with respect to such Persons.”

Consolidations, Mergers and Sales of Assets; Change in Control. No Borrower will, or will permit any Subsidiary to, directly or indirectly (a) consolidate or merge or amalgamate with or into any other Person, other than (i) mergers to consummate an acquisition permitted by subclauses (a), (b)(viii) and (b)(xii) of the definition of Permitted Investments and (ii) with not less than twenty (20) Business Days’ prior written notice to Agent (or such lesser amount of notice as Agent, in its sole discretion, may from time to time permit) mergers of any Subsidiary of a Borrower that is wholly-owned with and into a Borrower (with such Borrower as the surviving entity of such merger) or with and into any other Subsidiary of a Borrower that is wholly-owned or (b) consummate any asset dispositions other than (i) dispositions of Inventory in the Ordinary Course of Business and not pursuant to any bulk sale, (ii) dispositions of personal property assets (other than Accounts) for cash and fair value that the applicable Borrower determines in good faith is no longer used or useful in the business of such Borrower and its Subsidiaries, (iii) the granting of Liens that are Permitted Liens, and (iv) licensing Intellectual Property in the Ordinary Course of Business, and (v) dispositions of personal property assets among Borrowers. No Borrower will suffer or permit to occur any Change in Control with respect to itself, any Subsidiary or any Guarantor other than Permitted Transfers with respect to such Persons.”

Consolidations, Mergers and Sales of Assets; Change in Control. No Borrower will, or will permit any Subsidiary to, directly or indirectly (a) consolidate or merge or amalgamate with or into any other PersonPerson without Administrative Agent’s prior written consent (which shall not be unreasonably conditioned, other than (i) mergers to consummate an acquisition permitted by subclauses (awithheld or delayed), provided that, if Administrative Agent shall elect not to consent to any Specified Merger, then, notwithstanding anything to the contrary contained in this Agreement (b)(viiispecifically including Section 2.2(g) above) Borrowers shall have the right to prepay the Loans in full and (b)(xii) of terminate this Agreement and the definition of Permitted Investments and (ii) with not less than twenty (20) Business Days’ prior written notice to Agent (or such lesser amount of notice as Agent, in its sole discretion, may from time to time permit) mergers other Loan Documents without payment of any Subsidiary of a Borrower Prepayment Fee (provided that is wholly-owned nothing contained in the foregoing shall limit Borrowers’ liability and obligations in any circumstances with and into a Borrower (with such Borrower as the surviving entity of such mergerrespect to any Exit Fee that may be owing under Section 2.2(f) or with and into any other Subsidiary of a Borrower that is wholly-owned above), or (b) consummate any asset dispositions other than (i) dispositions of Inventory in the Ordinary Course of Business and not pursuant to any bulk sale, (ii) dispositions of personal property assets (other than Accounts) for cash and fair value that the applicable Borrower determines in good faith is no longer used or useful in the business of such Borrower and its Subsidiaries, and (iii) the granting of Liens that are Permitted Liens, non-exclusive licenses (iv) licensing Intellectual Property in the Ordinary Course or exclusive licenses limited to a particular geographic range or field of Business, and (v) dispositions of personal property assets among Borrowersuse). No Borrower will suffer or permit to occur any Change in Control with respect to itself, any Subsidiary or any Guarantor other than Permitted Transfers with respect to such PersonsPersons without Administrative Agent’s prior written consent (which shall not be unreasonably conditioned, withheld or delayed).”