Common use of Fundamental Changes; Acquisitions Clause in Contracts

Fundamental Changes; Acquisitions. No Covenant Party shall, nor shall it permit any of its Restricted Subsidiaries to, consummate any (i) transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) or (ii) acquire by purchase or otherwise, the business, or stock or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, except: (a) (i) any US Subsidiary may be merged with or into the Parent Borrower or any other US Subsidiary Credit Party, or, in each case, be liquidated, wound up or dissolved, or in each case, 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 the Parent Borrower or any other US Subsidiary Credit Party and (ii) any Foreign Subsidiary may amalgamate with or be merged with or into Parent Borrower, any US Subsidiary Credit Party or any Foreign Credit Party, or, in each case, be liquidated, wound up or dissolved, or in each case, 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 Parent Borrower, any US Subsidiary Credit Party or any Foreign Credit Party; provided, in the case of such amalgamation or merger, such Borrower or such Guarantor Subsidiary, as applicable, shall be the continuing or surviving Person; (b) Permitted Acquisitions, provided that either (i) any Person acquired in such Permitted Acquisition would constitute a US Subsidiary Credit Party in accordance with the terms hereof or the assets so acquired become subject to a Lien granted under a Collateral Document (other than a Foreign Collateral Document); (ii) the Payment Conditions are satisfied on a Pro Forma Basis or (iii) the consideration (including the value of any incentive, non-compete, consulting or other similar arrangements and other fixed contingent payments) paid by Parent Borrower or any US Subsidiary Credit Party in respect of a Permitted Acquisition of any Persons that, once acquired, would not constitute a US Subsidiary Credit Party, shall not exceed the amount available to be invested in Investments pursuant to Section 6.6(f)(iii); and provided further that the Credit Parties shall have complied with the requirements of Sections 5.11 and 5.18 upon the consummation of such Permitted Acquisition; (c) any Subsidiary which is not a Guarantor (or required pursuant to this Agreement to become a Guarantor) may be merged into, amalgamated, consolidated with, or otherwise dispose of assets to any other Subsidiary; and (d) Restricted Payments made in accordance with Section 6.4, Investments made in accordance with Section 6.6 and Asset Sales made in accordance with Section 6.9.

Fundamental Changes; Acquisitions. No Covenant Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, consummate enter into any (i) transaction of merger merger, amalgamation or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) ), or (ii) acquire by purchase or otherwiseotherwise (other than purchases or other acquisitions of inventory, materials and equipment and capital expenditures in the Ordinary Course of Business) the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, except: (a) (i) any US Subsidiary of any Borrower may be merged with or into the Parent or amalgamated with any Borrower or any other US Subsidiary Credit PartyGuarantor Subsidiary, or, in each case, or be liquidated, wound up or dissolved, or in each case, all or any part of its business, property or assets may be conveyed, sold, leased, transferred transferred, divided or otherwise disposed of, in one transaction or a series of transactions, to the Parent any Borrower or any other US Subsidiary Credit Party and Guarantor Subsidiary; provided that, in the case of such a merger or amalgamation, such Borrower or such Guarantor Subsidiary, as applicable, shall be the continuing or surviving Person; (ii) any Foreign Subsidiary of any Borrower that is not a Credit Party (other than any Special Purpose Subsidiary) may amalgamate with or be merged with or into Parent Borroweror amalgamated with, any US Subsidiary Credit Party or any Foreign Credit Party, or, in each case, be liquidated, wound up or dissolved, or in each case, all or any part of its business, property or assets may be conveyed, sold, leased, subleased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Parent Borrower, any US other Subsidiary Credit Party or any Foreign that is not a Credit Party; providedand (iii) any Special Purpose Subsidiary may be dissolved after payment in full of all obligations pursuant to the applicable Non-Recourse Debt Documents; provided that, in immediately prior to any such dissolution, any assets held or owned by such Special Purpose Subsidiary shall have been transferred to the case of such amalgamation or merger, such Borrower or such Guarantor Subsidiary, as applicable, shall be the continuing or surviving PersonCredit Parties; (b) Permitted Acquisitions, provided that either (i) any Person acquired in such Permitted Acquisition would constitute a US Subsidiary Credit Party in accordance with the terms hereof or the assets so acquired become subject to a Lien granted under a Collateral Document (other than a Foreign Collateral Document); (ii) the Payment Conditions are satisfied on a Pro Forma Basis or (iii) the consideration (including the value of any incentive, non-compete, consulting or other similar arrangements and other fixed contingent payments) paid by Parent Borrower or any US Subsidiary Credit Party in respect of a Permitted Acquisition of any Persons that, once acquired, would not constitute a US Subsidiary Credit Party, shall not exceed the amount available to be invested in Investments pursuant to Section 6.6(f)(iii); and provided further that the Credit Parties shall have complied with the requirements of Sections 5.11 and 5.18 upon the consummation of such Permitted Acquisition;and (c) any Subsidiary which is not a Guarantor (or required pursuant to this Agreement to become a Guarantor) may be merged into, amalgamated, consolidated with, or otherwise dispose of assets to any other Subsidiary; and (d) Restricted Payments Investments made in accordance with Section 6.4, Investments made in accordance with Section 6.6 and Asset Sales made in accordance with Section 6.9.

Fundamental Changes; Acquisitions. No Covenant Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, consummate any (i) transaction of merger or consolidation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) ), or (ii) acquire by purchase or otherwiseotherwise (other than purchases or other acquisitions of inventory, materials and equipment and capital expenditures in the ordinary course of business) the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, except: (a) (i) any US Restricted Subsidiary of Borrower may be merged with or into the Parent Borrower or any other US Subsidiary Credit PartyGuarantor, or, in each case, or be liquidated, wound up or dissolved, or in each case, 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 the Parent Borrower or any other US Subsidiary Credit Party Guarantor; provided, in the case of such a merger, Borrower or such Guarantor, as applicable shall be the continuing or surviving Person, and (ii) any Foreign Restricted Subsidiary that is not a Guarantor may amalgamate with or be merged with or into Parent Borrower, any US other Restricted Subsidiary Credit Party that is not a Guarantor or any Foreign Credit Party, or, in each case, be liquidated, wound up or dissolved, or in each case, 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 Parent Borrower, any US Restricted Subsidiary Credit Party or any Foreign Credit Party; provided, in the case of such amalgamation or merger, such Borrower or such Guarantor Subsidiary, as applicable, shall be the continuing or surviving Personthat is not a Guarantor; (b) Permitted Acquisitions, provided that either (i) any Person acquired in such Permitted Acquisition would constitute a US Subsidiary Credit Party in accordance with the terms hereof or the assets so acquired become subject to a Lien granted under a Collateral Document (other than a Foreign Collateral Document); (ii) the Payment Conditions are satisfied on a Pro Forma Basis or (iii) the consideration (including the value of any incentive, non-compete, consulting or other similar arrangements and other fixed contingent payments) paid by Parent Borrower or any US Subsidiary Credit Party in respect of a Permitted Acquisition of any Persons that, once acquired, would not constitute a US Subsidiary Credit Party, shall not exceed the amount available to be invested in Investments pursuant to Section 6.6(f)(iii); and provided further that the Credit Parties shall have complied with the requirements of Sections 5.11 and 5.18 upon the consummation of such Permitted Acquisition; (c) any Restricted Subsidiary which is may merge into or consolidate with any Person in order to consummate a disposition of such Restricted Subsidiary made in compliance with Section 6.08 (other than clause (l) of the definition of “Asset Sale”); (d) any Restricted Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, would not reasonably be expected to have a Guarantor Material Adverse Effect; (or required e) pursuant to this Agreement to become any merger between Borrower or a Guarantor) may be merged into, amalgamated, consolidated with, or otherwise dispose of assets to wholly owned Restricted Subsidiary and any other Person; provided, that Borrower or such wholly owned Restricted Subsidiary, as the case may be, is the surviving entity of any such merger; and (df) Restricted Payments made in accordance with Section 6.4, Investments made in accordance with Section 6.6 and Asset Sales made in accordance with 6.06 (other than Section 6.96.06(x)).

Fundamental Changes; Acquisitions. No Covenant Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, consummate any (i) transaction of merger or consolidation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) ), or (ii) acquire by purchase or otherwiseotherwise (other than purchases or other acquisitions of inventory, materials and equipment and capital expenditures in the ordinary course of business) the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, except: (a) (i) any US Restricted Subsidiary of Borrower may be merged with or into the Parent Borrower or any other US Subsidiary Credit PartyGuarantor, or, in each case, or be liquidated, wound up or dissolved, or in each case, 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 the Parent Borrower or any other US Subsidiary Credit Party and Guarantor; provided, in the case of such a merger, Borrower or such Guarantor, as applicable shall be the continuing or surviving Person, (ii) any Foreign Subsidiary of Borrower may amalgamate with or be merged with or into Parent Borrower, any US Subsidiary Credit Party or any Foreign Credit PartySubsidiary, or, in each case, or be liquidated, wound up or dissolved, or in each case, 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 Parent Borrowerany Foreign Subsidiary and (iii) any Restricted Subsidiary that is not a Guarantor may be merged with or into any other Restricted Subsidiary that is not a Guarantor or be liquidated, any US Subsidiary Credit Party wound up or dissolved, or all or any Foreign Credit Party; providedpart of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in the case one transaction or a series of such amalgamation or mergertransactions, such Borrower or such Guarantor Subsidiary, as applicable, shall be the continuing or surviving Personto any Restricted Subsidiary that is not a Guarantor; (b) Permitted Acquisitions, provided that either (i) any Person acquired in such Permitted Acquisition would constitute a US Subsidiary Credit Party in accordance with the terms hereof or the assets so acquired become subject to a Lien granted under a Collateral Document (other than a Foreign Collateral Document); (ii) the Payment Conditions are satisfied on a Pro Forma Basis or (iii) the consideration (including the value of any incentive, non-compete, consulting or other similar arrangements and other fixed contingent payments) paid by Parent Borrower or any US Subsidiary Credit Party in respect of a Permitted Acquisition of any Persons that, once acquired, would not constitute a US Subsidiary Credit Party, shall not exceed the amount available to be invested in Investments pursuant to Section 6.6(f)(iii); and provided further that the Credit Parties shall have complied with the requirements of Sections 5.11 and 5.18 upon the consummation of such Permitted Acquisition; (c) any Restricted Subsidiary which is may merge into or consolidate with any Person in order to consummate a disposition made in compliance with Section 6.08; (d) any Restricted Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, would not reasonably be expected to have a Guarantor Material Adverse Effect; (or required e) pursuant to this Agreement to become any merger between Borrower or a Guarantor) may be merged into, amalgamated, consolidated with, or otherwise dispose of assets to wholly owned Restricted Subsidiary and any other Person; provided, that Borrower or such wholly owned Restricted Subsidiary, as the case may be, is the surviving entity of any such merger; and (df) Restricted Payments made in accordance with Section 6.4, Investments made in accordance with Section 6.6 and Asset Sales made in accordance with Section 6.96.06.

Fundamental Changes; Acquisitions. No Covenant Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, consummate any (i) transaction of merger or consolidation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) ), or (ii) acquire by purchase or otherwiseotherwise (other than purchases or other acquisitions of inventory, materials and equipment and capital expenditures in the ordinary course of business) the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, except: (a) (i) any US Restricted Subsidiary of Borrower may be merged with or into the Parent Borrower or any other US Subsidiary Credit PartyGuarantor, or, in each case, or be liquidated, wound up or dissolved, or in each case, 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 the Parent Borrower or any other US Subsidiary Credit Party and Guarantor; provided, in the case of such a merger, Borrower or such Guarantor, as applicable shall be the continuing or surviving Person, (ii) any Foreign Subsidiary of Borrower may amalgamate with or be merged with or into Parent Borrower, any US Subsidiary Credit Party or any Foreign Credit PartySubsidiary, or, in each case, or be liquidated, wound up or dissolved, or in each case, 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 Parent Borrowerany Foreign Subsidiary, and (iii) any US Restricted Subsidiary Credit Party that is not a Guarantor may be merged with or into any other Restricted Subsidiary that is not a Guarantor or be liquidated, wound up or dissolved, or all or any Foreign Credit Party; providedpart of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in the case one transaction or a series of such amalgamation or mergertransactions, such Borrower or such Guarantor Subsidiary, as applicable, shall be the continuing or surviving Personto any Restricted Subsidiary that is not a Guarantor; (b) Permitted Acquisitions, provided that either (i) any Person acquired in such Permitted Acquisition would constitute a US Subsidiary Credit Party in accordance with the terms hereof or the assets so acquired become subject to a Lien granted under a Collateral Document (other than a Foreign Collateral Document); (ii) the Payment Conditions are satisfied on a Pro Forma Basis or (iii) the consideration (including the value of any incentive, non-compete, consulting or other similar arrangements Acquisitions and other fixed contingent payments) paid Investments permitted by Parent Borrower or any US Subsidiary Credit Party in respect of a Permitted Acquisition of any Persons that, once acquired, would not constitute a US Subsidiary Credit Party, shall not exceed the amount available to be invested in Investments pursuant to Section 6.6(f)(iii); and provided further that the Credit Parties shall have complied with the requirements of Sections 5.11 and 5.18 upon the consummation of such Permitted Acquisition6.06; (c) any Restricted Subsidiary which is not may merge into or consolidate with any Person in order to consummate a Guarantor (or required pursuant to this Agreement to become a Guarantor) may be merged into, amalgamated, consolidated with, or otherwise dispose of assets to any other Subsidiarydisposition made in compliance with Section 6.08; and (d) Restricted Payments made in accordance with Section 6.4any Immaterial Subsidiary may dissolve, Investments made in accordance with Section 6.6 and Asset Sales made in accordance with Section 6.9liquidate or wind up its affairs at any time.

Fundamental Changes; Acquisitions. No Covenant Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, consummate any (i) transaction of merger merger, amalgamation or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) or (ii) acquire by purchase or otherwise, the business, or stock or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, except: (a) (i) any US Credit Party or US Subsidiary may be merged with or into the Parent Borrower Holdings or any other US Credit Party or US Subsidiary, or, in each case, be liquidated, wound up or dissolved, or in each case, 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 Holdings or any other US Credit Party and (ii) any Foreign Subsidiary may amalgamate with or be merged or amalgamated with or into Holdings, any Credit Party, or, in each case, be liquidated, wound up or dissolved, or in each case, 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 the Parent Borrower or any other US Subsidiary Credit Party and (ii) any Foreign Subsidiary may amalgamate with or be merged with or into Parent BorrowerHoldings, any US Guarantor Subsidiary Credit Party or any Foreign Credit Party, or, in each case, be liquidated, wound up or dissolved, or in each case, 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 Parent Borrower, any US Subsidiary Credit Party or any Foreign Canadian Credit Party; provided, (i) in the case of any such amalgamation or amalgamation, merger, such Borrower or such Guarantor Subsidiary, as applicable, shall be the continuing or surviving Person; (ii) in the case of any such transaction referenced in clauses (i) and (ii) above that involves a Borrower, such Borrower shall be the continuing or surviving Person and (iii) in no event shall a Borrower be merged or amalgamated into another Borrower; (b) Permitted Acquisitions, provided that either (i) any Person acquired in such Permitted Acquisition would constitute a US Subsidiary Credit Party in accordance with the terms hereof or the assets so acquired become subject to a Lien granted under a Collateral Document (other than a Foreign Collateral Document); (ii) the Payment Conditions are satisfied on a Pro Forma Basis or (iii) the consideration (including the value of any incentive, non-compete, consulting or other similar arrangements and other fixed contingent payments) paid by Parent Borrower or any US Subsidiary Credit Party in respect of a Permitted Acquisition of any Persons that, once acquired, would not constitute a US Subsidiary Credit Party, shall not exceed the amount available to be invested in Investments pursuant to Section 6.6(f)(iii); and provided further that the Credit Parties shall have complied with the requirements of Sections 5.11 and 5.18 upon the consummation of such Permitted Acquisition; (c) any Subsidiary which is not a Guarantor (or required pursuant to this Agreement to become a Guarantor) may be merged into, amalgamated, consolidated with, or otherwise dispose of assets to any other Subsidiary; and (d) Restricted Payments made in accordance with Section 6.4, Investments made in accordance with Section 6.6 and Asset Sales made in accordance with Section 6.9.

Fundamental Changes; Acquisitions. No Covenant Party shall(a) Merge into or consolidate with any Person or permit any Person to merge into it, nor shall it or permit any of its Restricted Subsidiaries toto do so, consummate any except that so long as no Default or Event of Default shall have occurred and be continuing and so long as no Default or Event of Default would result therefrom, (i) transaction any Subsidiary of the Borrower may merge into or consolidate with any other Subsidiary of the Borrower or the Borrower, as the case may be, provided that in the case of any such merger or consolidation, the Person resulting from such merger or liquidateconsolidation shall be the Borrower or a Wholly Owned Subsidiary of the Borrower, as the case may be and (ii) Holdings may merge into the Borrower on the date of a Qualified Initial Public Offering as long as the Borrower is the surviving Person in such merger; (b) Liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), convey, sell, assign, lease, transfer or otherwise dispose of (or agree to do any of the foregoing at any future time) all or (ii) acquire by purchase substantially all of its property, business or otherwise, the businessassets, or stock permit any of its Subsidiaries to do any of the foregoing, except that so long as no Default or other evidence Event of beneficial ownership ofDefault shall have occurred and be continuing and so long as no Default or Event of Default would result therefrom, any Person Subsidiary of the Borrower may liquidate itself into any other Subsidiary of the Borrower or the Borrower, as the case may be; (c) Acquire or permit any Subsidiary to acquire all or substantially all of the assets or any division or line of business or other business unit of any Personother Person (including capital stock), except: (a) except that the Borrower and Subsidiary Guarantors may consummate (i) any US Subsidiary may be merged with or into the Parent Borrower or any other US Subsidiary Credit Party, or, in each case, be liquidated, wound up or dissolved, or in each case, 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 the Parent Borrower or any other US Subsidiary Credit Party Permitted Acquisitions and (ii) any Foreign Subsidiary may amalgamate with or be merged with or into Parent Borrower, any US Subsidiary Credit Party or any Foreign Credit Party, or, in each case, be liquidated, wound up or dissolved, or in each case, 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 Parent Borrower, any US Subsidiary Credit Party or any Foreign Credit Party; provided, in the case of such amalgamation or merger, such Borrower or such Guarantor Subsidiary, as applicable, shall be the continuing or surviving Person; transfers contemplated by Sections 6.4(e) and (b) Permitted Acquisitions, provided that either (i) any Person acquired in such Permitted Acquisition would constitute a US Subsidiary Credit Party in accordance with the terms hereof or the assets so acquired become subject to a Lien granted under a Collateral Document (other than a Foreign Collateral Documentf); (ii) the Payment Conditions are satisfied on a Pro Forma Basis or (iii) the consideration (including the value of any incentive, non-compete, consulting or other similar arrangements and other fixed contingent payments) paid by Parent Borrower or any US Subsidiary Credit Party in respect of a Permitted Acquisition of any Persons that, once acquired, would not constitute a US Subsidiary Credit Party, shall not exceed the amount available to be invested in Investments pursuant to Section 6.6(f)(iii); and provided further that the Credit Parties shall have complied with the requirements of Sections 5.11 and 5.18 upon the consummation of such Permitted Acquisition; (c) any Subsidiary which is not a Guarantor (or required pursuant to this Agreement to become a Guarantor) may be merged into, amalgamated, consolidated with, or otherwise dispose of assets to any other Subsidiary; and (d) Restricted Payments made in accordance with Section 6.4, Investments made in accordance with Section 6.6 and Asset Sales made in accordance with Section 6.9.

Fundamental Changes; Acquisitions. No Covenant Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, consummate any (i) transaction of merger or consolidation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) ), or (ii) acquire by purchase or otherwiseotherwise (other than purchases or other acquisitions of inventory, materials and equipment and capital expenditures in the ordinary course of business) the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, except: (a) (i) any US Restricted Subsidiary of Borrower may be merged with or into the Parent Borrower or any other US Subsidiary Credit PartyGuarantor, or, in each case, or be liquidated, wound up or dissolved, or in each case, 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 the Parent Borrower or any other US Subsidiary Credit Party and (ii) any Foreign Subsidiary may amalgamate with or be merged with or into Parent Borrower, any US Subsidiary Credit Party or any Foreign Credit Party, or, in each case, be liquidated, wound up or dissolved, or in each case, 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 Parent Borrower, any US Subsidiary Credit Party or any Foreign Credit PartyGuarantor; provided, in the case of such amalgamation or a merger, such Borrower or such Guarantor SubsidiaryGuarantor, as applicable, applicable shall be the continuing or surviving Person; (b) Permitted Acquisitions, provided that either (i) any Person acquired in such Permitted Acquisition would constitute a US Subsidiary Credit Party in accordance with the terms hereof or the assets so acquired become subject to a Lien granted under a Collateral Document (other than a Foreign Collateral Document); (ii) the Payment Conditions are satisfied on a Pro Forma Basis or (iii) the consideration (including the value of any incentive, non-compete, consulting or other similar arrangements and other fixed contingent payments) paid by Parent Borrower or any US Subsidiary Credit Party in respect of a Permitted Acquisition of any Persons that, once acquired, would not constitute a US Subsidiary Credit Party, shall not exceed the amount available to be invested in Investments pursuant to Section 6.6(f)(iii); and provided further that the Credit Parties shall have complied with the requirements of Sections 5.11 and 5.18 upon the consummation of such Permitted Acquisition; (c) any Restricted Subsidiary which is may merge into or consolidate with any Person in order to consummate a disposition made in compliance with Section 6.08; (d) any Restricted Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Guarantor Material Adverse Effect; (or required e) pursuant to this Agreement to become any merger between Borrower or a Guarantor) may be merged into, amalgamated, consolidated with, or otherwise dispose of assets to wholly-owned Restricted Subsidiary and any other Person; provided, that Borrower or such wholly-owned Restricted Subsidiary, as the case may be, is the surviving entity of any such merger; and (df) Restricted Payments made in accordance with Section 6.4, Investments made in accordance with Section 6.6 and Asset Sales made in accordance with Section 6.96.06.

Fundamental Changes; Acquisitions. No Covenant Party shall(a) Merge into or consolidate with any Person or permit any Person to merge into it, nor shall it or permit any of its Restricted Subsidiaries toto do so, consummate any except that so long as no Default shall have occurred and be continuing and so long as no Default would result therefrom, (i) transaction any Subsidiary of the Borrower may merge into or consolidate with any other Subsidiary of the Borrower or the Borrower, as the case may be, provided that in the case of any such merger or consolidation, the Person resulting from such merger or liquidateconsolidation shall be the Borrower or a Wholly Owned Subsidiary of the Borrower, as the case may be and (ii) Holdings may merge into the Borrower on the date of a Qualified Initial Public Offering as long as the Borrower is the surviving Person in such merger; (b) Liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), convey, sell, assign, lease, transfer or otherwise dispose of (or agree to do any of the foregoing at any future time) all or (ii) acquire by purchase substantially all of its property, business or otherwise, the businessassets, or stock or other evidence permit any of beneficial ownership ofits Subsidiaries to do any of the foregoing, except that so long as no Default shall have occurred and be continuing and so long as no Default would result therefrom, any Person Subsidiary of the Borrower may liquidate itself into any other Subsidiary of the Borrower or the Borrower, as the case may be; (c) Acquire or permit any Subsidiary to acquire all or substantially all of the assets or any division or line of business or other business unit of any Personother Person (including Capital Stock), except: (a) except that the Borrower and Subsidiary Guarantors may consummate (i) any US Subsidiary may be merged with or into the Parent Borrower or any other US Subsidiary Credit Party, or, in each case, be liquidated, wound up or dissolved, or in each case, 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 the Parent Borrower or any other US Subsidiary Credit Party Permitted Acquisitions and (ii) any Foreign Subsidiary may amalgamate with or be merged with or into Parent Borrower, any US Subsidiary Credit Party or any Foreign Credit Party, or, in each case, be liquidated, wound up or dissolved, or in each case, 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 Parent Borrower, any US Subsidiary Credit Party or any Foreign Credit Party; provided, in the case of such amalgamation or merger, such Borrower or such Guarantor Subsidiary, as applicable, shall be the continuing or surviving Person; transfers contemplated by Sections 8.04(e) and (b) Permitted Acquisitions, provided that either (i) any Person acquired in such Permitted Acquisition would constitute a US Subsidiary Credit Party in accordance with the terms hereof or the assets so acquired become subject to a Lien granted under a Collateral Document (other than a Foreign Collateral Documentf); (ii) the Payment Conditions are satisfied on a Pro Forma Basis or (iii) the consideration (including the value of any incentive, non-compete, consulting or other similar arrangements and other fixed contingent payments) paid by Parent Borrower or any US Subsidiary Credit Party in respect of a Permitted Acquisition of any Persons that, once acquired, would not constitute a US Subsidiary Credit Party, shall not exceed the amount available to be invested in Investments pursuant to Section 6.6(f)(iii); and provided further that the Credit Parties shall have complied with the requirements of Sections 5.11 and 5.18 upon the consummation of such Permitted Acquisition; (c) any Subsidiary which is not a Guarantor (or required pursuant to this Agreement to become a Guarantor) may be merged into, amalgamated, consolidated with, or otherwise dispose of assets to any other Subsidiary; and (d) Restricted Payments made in accordance with Section 6.4, Investments made in accordance with Section 6.6 and Asset Sales made in accordance with Section 6.9.

Fundamental Changes; Acquisitions. No Covenant Party shall(a) Merge into or consolidate with any Person or permit any Person to merge into it, nor shall it or permit any of its Restricted Subsidiaries toto do so, consummate except that so long as no Default or Event of Default shall have occurred and be continuing and so long as no Default or Event of Default would result therefrom, any (i) transaction Subsidiary of the Borrower may merge into or consolidate with any other Subsidiary of the Borrower or the Borrower, as the case may be, provided that in the case of any such merger or consolidation, the Person resulting from such merger or liquidateconsolidation shall be the Borrower or a Wholly Owned Subsidiary of the Borrower, as the case may be; (b) Liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), convey, sell, assign, lease, transfer or otherwise dispose of (or agree to do any of the foregoing at any future time) all or (ii) acquire by purchase substantially all of its property, business or otherwise, the businessassets, or stock permit any of its Subsidiaries to do any of the foregoing, except that so long as no Default or other evidence Event of beneficial ownership ofDefault shall have occurred and be continuing and so long as no Default or Event of Default would result therefrom, any Person Subsidiary of the Borrower may liquidate itself into any other Subsidiary of the Borrower or the Borrower, as the case may be; (c) Acquire or permit any Subsidiary to acquire all or substantially all of the assets or any division or line of business or other business unit of any Personother Person (including capital stock), except: (a) except that the Borrower and Subsidiary Guarantors may consummate (i) any US Subsidiary may be merged with or into the Parent Borrower or any other US Subsidiary Credit Party, or, in each case, be liquidated, wound up or dissolved, or in each case, 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 the Parent Borrower or any other US Subsidiary Credit Party Permitted Acquisitions and (ii) any Foreign Subsidiary may amalgamate with or be merged with or into Parent Borrower, any US Subsidiary Credit Party or any Foreign Credit Party, or, in each case, be liquidated, wound up or dissolved, or in each case, 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 Parent Borrower, any US Subsidiary Credit Party or any Foreign Credit Party; provided, in the case of such amalgamation or merger, such Borrower or such Guarantor Subsidiary, as applicable, shall be the continuing or surviving Person; transfers contemplated by Sections 6.4(e) and (b) Permitted Acquisitions, provided that either (i) any Person acquired in such Permitted Acquisition would constitute a US Subsidiary Credit Party in accordance with the terms hereof or the assets so acquired become subject to a Lien granted under a Collateral Document (other than a Foreign Collateral Documentf); (ii) the Payment Conditions are satisfied on a Pro Forma Basis or (iii) the consideration (including the value of any incentive, non-compete, consulting or other similar arrangements and other fixed contingent payments) paid by Parent Borrower or any US Subsidiary Credit Party in respect of a Permitted Acquisition of any Persons that, once acquired, would not constitute a US Subsidiary Credit Party, shall not exceed the amount available to be invested in Investments pursuant to Section 6.6(f)(iii); and provided further that the Credit Parties shall have complied with the requirements of Sections 5.11 and 5.18 upon the consummation of such Permitted Acquisition; (c) any Subsidiary which is not a Guarantor (or required pursuant to this Agreement to become a Guarantor) may be merged into, amalgamated, consolidated with, or otherwise dispose of assets to any other Subsidiary; and (d) Restricted Payments made in accordance with Section 6.4, Investments made in accordance with Section 6.6 and Asset Sales made in accordance with Section 6.9.

Fundamental Changes; Acquisitions. No Covenant Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, consummate any (i) transaction of merger or consolidation, or liquidate, wind-wind up or dissolve itself (or suffer any liquidation or dissolution) ), or (ii) acquire by purchase or otherwiseotherwise (other than purchases or other acquisitions of inventory, materials and equipment and capital expenditures in the ordinary course of business) the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, except: (a) (i) any US Restricted Subsidiary of a Borrower may be merged with or into the Parent a Borrower or any other US Subsidiary Credit PartyGuarantor, or, in each case, or be liquidated, wound up or dissolved, or in each case, 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 the Parent a Borrower or any other US Subsidiary Credit Party Guarantor; provided, in the case of such a merger, such Borrower or such Guarantor, as applicable shall be the continuing or surviving Person, and (ii) any Foreign Restricted Subsidiary that is not a Guarantor may amalgamate with or be merged with or into Parent Borrower, any US other Restricted Subsidiary Credit Party that is not a Guarantor or any Foreign Credit Party, or, in each case, be liquidated, wound up or dissolved, or in each case, 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 Parent Borrower, any US Restricted Subsidiary Credit Party or any Foreign Credit Party; provided, in the case of such amalgamation or merger, such Borrower or such Guarantor Subsidiary, as applicable, shall be the continuing or surviving Personthat is not a Guarantor; (b) Permitted Acquisitions, provided that either (i) any Person acquired in such Permitted Acquisition would constitute a US Subsidiary Credit Party in accordance with the terms hereof or the assets so acquired become subject to a Lien granted under a Collateral Document (other than a Foreign Collateral Document); (ii) the Payment Conditions are satisfied on a Pro Forma Basis or (iii) the consideration (including the value of any incentive, non-compete, consulting or other similar arrangements Acquisitions and other fixed contingent payments) paid Investments permitted by Parent Borrower or any US Subsidiary Credit Party in respect of a Permitted Acquisition of any Persons that, once acquired, would not constitute a US Subsidiary Credit Party, shall not exceed the amount available to be invested in Investments pursuant to Section 6.6(f)(iii); and provided further that the Credit Parties shall have complied with the requirements of Sections 5.11 and 5.18 upon the consummation of such Permitted Acquisition6.06; (c) any Restricted Subsidiary which is not may merge into or consolidate with any Person in order to consummate a Guarantor (or required pursuant to this Agreement to become a Guarantor) may be merged into, amalgamated, consolidated with, or otherwise dispose of assets to any other Subsidiarydisposition made in compliance with Section 6.08; and (d) Restricted Payments made in accordance with Section 6.4any Immaterial Subsidiary may dissolve, Investments made in accordance with Section 6.6 and Asset Sales made in accordance with Section 6.9liquidate or wind up its affairs at any time.