Common use of Fundamental Changes; Business Activities Clause in Contracts

Fundamental Changes; Business Activities. (a) None of the Company or any Restricted Subsidiary will merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Person may merge into the Company in a transaction in which the Company is the surviving corporation, (ii) any Person (other than the Company) may merge or consolidate with any Foreign Borrower in a transaction in which the surviving entity is a Foreign Borrower, (iii) any Person (other than a Borrower) may merge or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iv) any Restricted Subsidiary may merge into or consolidate with any Person (other than a Borrower) in a transaction permitted under Section 6.06 in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, and (v) any Restricted Subsidiary (other than a Foreign Borrower, unless such Foreign Borrower shall substantially contemporaneously cease to be a Foreign Borrower in accordance with Section 2.25) may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; provided that the assets and operations of any Material Subsidiary that is liquidated or dissolved shall be transferred to the Company, a Subsidiary Loan Party, or the direct holder of the Equity Interests of such Material Subsidiary in connection therewith.

Fundamental Changes; Business Activities. (a) None of the Company or Parent will not, and will not permit any Restricted Subsidiary will to, merge into into, amalgamate with or consolidate with any other Person, or permit any other Person to merge into into, amalgamate with or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, continuing (i) any Person Restricted Subsidiary (other than the Company) may merge into the Company or amalgamate with Parent in a transaction in which the Company Parent is the surviving corporation, (ii) any Person (other than the Company) may merge or consolidate into, amalgamate with any Foreign Borrower in a transaction in which the surviving entity is a Foreign Borrower, (iii) any Person (other than a Borrower) may merge or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger merger, amalgamation or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iviii) any Restricted Subsidiary may merge into into, amalgamate with or consolidate with any Person (other than a Borrowerthe Company) in a transaction permitted under Section 6.06 6.05 in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, and (viv) any Restricted Subsidiary (other than a Foreign the Canadian Borrower, unless such Foreign Borrower shall substantially contemporaneously cease to be a Foreign Borrower in accordance with Section 2.25) may liquidate or dissolve if the Company Parent determines in good faith that such liquidation or dissolution is in the best interests of the Company Parent and is not materially disadvantageous to the Lenders; provided that the assets and operations of any Material Subsidiary such merger, amalgamation or consolidation involving a Person that is liquidated not a wholly owned Restricted Subsidiary immediately prior to such merger, amalgamation or dissolved consolidation shall not be transferred to permitted unless it is also permitted by Section 6.04 and (v) the Company, Company may merge into a newly formed Domestic Subsidiary Loan Party, or the direct holder of the Equity Interests of such Material Subsidiary Parent in connection therewithwith a Permitted Borrower Reorganization. Nothing in this paragraph shall prohibit Parent or any Restricted Subsidiary from effecting the Acquisition.

Fundamental Changes; Business Activities. (a) None of the The Company or will not, and will not permit any Restricted Subsidiary will to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Person Restricted Subsidiary may (A) merge into the Company in a transaction in which the Company is the surviving corporationentity and (B) merge into a Borrowing Subsidiary in a transaction in which the Borrowing Subsidiary is the surviving entity, (ii) any Person (other than the Company) may merge or consolidate with any Foreign Borrower in a transaction in which the surviving entity is a Foreign Borrower, (iii) any Person (other than a Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and (and, A) if any party to such merger or consolidation is a Borrowing Subsidiary, a Borrowing Subsidiary and (B) if any party to such merger or consolidation is a Loan Party, is a Subsidiary Loan Party), (iviii) any Restricted Subsidiary (other than a Borrowing Subsidiary) may merge into or consolidate with any Person (other than a Borrowerthe Company) in a transaction permitted under Section 6.06 6.05 in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, Subsidiary and (viv) any Restricted Subsidiary (other than a Foreign Borrower, unless such Foreign Borrower shall substantially contemporaneously cease to be a Foreign Borrower in accordance with Section 2.25Borrowing Subsidiary) may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; provided that the assets and operations of any Material Subsidiary such merger or consolidation involving a Person that is liquidated not a wholly-owned Restricted Subsidiary immediately prior to such merger or dissolved consolidation shall not be transferred to the Company, a Subsidiary Loan Party, or the direct holder of the Equity Interests of such Material Subsidiary in connection therewithpermitted unless it is also permitted by Section 6.04.

Fundamental Changes; Business Activities. (a) None of the Company or The Borrower will not, and will not permit any Restricted Subsidiary will to, merge into into, amalgamate with or consolidate with any other Person, or permit any other Person to merge into into, amalgamate with or consolidate with it, consummate a Division as the Dividing Person, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Person Restricted Subsidiary that is a Domestic Subsidiary may merge into or amalgamate with the Company Borrower in a transaction in which the Company Borrower is the surviving corporation, (ii) any Person (other than the Company) may merge or consolidate with any Foreign Borrower in a transaction in which the surviving entity is a Foreign Borrower, (iii) any Person (other than a Borrower) may merge into, amalgamate with or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger, amalgamation or consolidation is a Loan Party, a Loan Party (and, if any party to such merger merger, amalgamation or consolidation is a Subsidiary Loan Partythe Borrower, is a Subsidiary Loan Partythe surviving entity shall be the Borrower), (iviii) any Restricted Subsidiary may merge into or consolidate with any Person (other than a the Borrower) in a transaction permitted under Section 6.06 6.05 in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, and (viv) without restricting any transactions permitted by the other clauses in this Section 6.03(a), any Restricted Subsidiary (other than a Foreign the Borrower, unless such Foreign Borrower shall substantially contemporaneously cease to be a Foreign Borrower in accordance with Section 2.25) may liquidate or dissolve dissolve, and any Restricted Subsidiary that is not a Loan Party may be merged or consolidated with any other Restricted Subsidiary that is not a Loan Party, in each case if the Company Borrower determines in good faith that such liquidation or dissolution or other transaction is in the best interests of the Company Borrower and is not materially disadvantageous to the LendersLenders and (v) any Restricted Subsidiary that is an LLC may consummate a Division as the Dividing Person if, (x) immediately upon the consummation of the Division, (1) the assets of the applicable Dividing Person are held by one or more Restricted Subsidiaries at such time, or (2) with respect to assets not so held by one or more Restricted Subsidiaries, such Division, in the aggregate, would otherwise result in a Disposition permitted by Section 6.05 and (y) all Division Successors referred to in clause (x)(1), to the extent not already a Loan Party, shall comply with the requirements of Section 5.03 to the extent any such Division Successor is a Designated Subsidiary; provided that the assets and operations of any Material Subsidiary such merger or Division involving a Person that is liquidated not a wholly owned Subsidiary immediately prior to such merger or dissolved Division shall not be transferred to the Company, a Subsidiary Loan Party, or the direct holder of the Equity Interests of such Material Subsidiary in connection therewithpermitted unless also permitted by Section 6.04.

Fundamental Changes; Business Activities. (a) None of Neither the Company or nor any Restricted Subsidiary will merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Person may merge into the Company in a transaction in which the Company is the surviving corporation, (ii) any Person (other than the Companya Borrower) may merge or consolidate with any Foreign Borrower Subsidiary (other than a Subsidiary Borrower) in a transaction in which the surviving entity is a Foreign Borrower, (iii) any Person (other than a Borrower) may merge or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Domestic Subsidiary Loan Party, is a Domestic Subsidiary Loan Party), (iii) any Person may merge into a Subsidiary Borrower in a transaction in which a Subsidiary Borrower is the surviving corporation (and, if any party to such merger is a Domestic Subsidiary Borrower, is a Domestic Subsidiary Borrower), (iv) any Restricted Subsidiary (other than a Subsidiary Borrower) may merge into or consolidate with any Person (other than a Borrower) in a transaction permitted under Section 6.06 6.05 in which, after giving effect to such transaction, which the surviving entity is not a Restricted Subsidiary, Subsidiary and (v) any Restricted Subsidiary (other than a Foreign Borrower, unless such Foreign Borrower shall substantially contemporaneously cease to be a Foreign Borrower in accordance with Section 2.25any Designated Subsidiary) may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; provided that the assets and operations of any Material Subsidiary such merger or consolidation involving a Person that is liquidated not a direct or dissolved indirect wholly-owned Subsidiary immediately prior thereto shall not be transferred to the Company, a Subsidiary Loan Party, or the direct holder of the Equity Interests of such Material Subsidiary in connection therewithpermitted unless it is also permitted under Section 6.04.

Fundamental Changes; Business Activities. (a) None of the Company or Parent will not, and will not permit any Restricted Subsidiary will to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Person Restricted Subsidiary (other than the Borrower) may merge into the Company Parent in a transaction in which the Company Parent is the surviving corporation, (ii) any Person (other than Parent or the Company) may merge or consolidate with any Foreign Borrower in a transaction in which the surviving entity is a Foreign Borrower, (iii) any Person (other than a Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iviii) any Restricted Subsidiary may merge into or consolidate with any Person (other than a Parent or the Borrower) in a transaction permitted under Section 6.06 6.05 in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, and (viv) without restricting any transactions permitted by the other clauses in this Section 6.03(a), any Restricted Subsidiary (other than a Foreign the Borrower, unless such Foreign Borrower shall substantially contemporaneously cease to be a Foreign Borrower in accordance with Section 2.25) may liquidate or dissolve dissolve, and any Restricted Subsidiary that is not a Loan Party may be merged, amalgamated or combined with any other Restricted Subsidiary that is not a Loan Party, in each case if the Company Parent determines in good faith that such liquidation or dissolution or other transaction is in the best interests of the Company Parent and is not materially disadvantageous to the Lenders; provided that the assets and operations of any Material Subsidiary such merger or consolidation involving a Person that is liquidated not a wholly owned Restricted Subsidiary immediately prior to such merger or dissolved consolidation shall not be transferred to the Company, a Subsidiary Loan Party, or the direct holder of the Equity Interests of such Material Subsidiary in connection therewith.permitted unless it is also permitted by Section 6.04..

Fundamental Changes; Business Activities. (a) None of the Company or any Restricted Subsidiary will merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Person may merge into the Company in a transaction in which the Company is the surviving corporation, (ii) any Person (other than the Company) may merge or consolidate with any Foreign Borrower in a transaction in which the surviving entity is a Foreign Borrower, (iii) any Person (other than a Borrower) may merge or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iv) any Restricted Subsidiary may merge into or consolidate with any Person (other than a Borrower) in a transaction permitted under Section 6.06 6.05 in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, and (v) any Restricted Subsidiary (other than a Foreign Borrower, unless such Foreign Borrower shall substantially contemporaneously cease to be a Foreign Borrower in accordance with Section 2.252.23) may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; provided that the assets and operations of any Material Subsidiary that is liquidated or dissolved shall be transferred to the Company, a Subsidiary Loan Party, or the direct holder of the Equity Interests of such Material Subsidiary in connection therewith.

Fundamental Changes; Business Activities. (a) None of Neither the Company or nor any Restricted Subsidiary will merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Person (including any Borrowing Subsidiary) may merge into the Company in a transaction in which the Company is the surviving corporation, (ii) any Person (other than the Company) may merge into or consolidate with any Foreign Borrower Borrowing Subsidiary in a transaction in which such Borrowing Subsidiary (or, in the case of any such transaction involving more than one Borrowing Subsidiary, a Borrowing Subsidiary) is the surviving entity, (iii) any Person (other than the Company or any Borrowing Subsidiary) may merge or consolidate with any Subsidiary (other than any Borrowing Subsidiary) in a transaction in which the surviving entity is a Foreign Borrower, (iii) any Person (other than a Borrower) may merge or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iv) any Restricted Subsidiary (other than any Borrowing Subsidiary) may merge into or consolidate with any Person (other than a Borrowerthe Company) in a transaction permitted under Section 6.06 6.05 in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, Subsidiary and (v) any Restricted Subsidiary (other than a Foreign Borrower, unless such Foreign Borrower shall substantially contemporaneously cease to be a Foreign Borrower in accordance with Section 2.25Borrowing Subsidiary) may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; provided that the assets and operations of any Material Subsidiary such merger or consolidation involving a Person that is liquidated not a wholly-owned Subsidiary immediately prior thereto shall not be permitted unless it is also permitted under Section 6.04 or dissolved shall be transferred to the Company, a Subsidiary Loan Party, or the direct holder of the Equity Interests of such Material Subsidiary in connection therewith6.05.

Fundamental Changes; Business Activities. (a) None of Symmetry and the Company or Borrowers will not, and will not permit any Restricted Subsidiary will to, merge into or consolidate or amalgamate with any other Person, or permit any other Person to merge into or consolidate or amalgamate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, continuing (i) any Person Subsidiary (other than Novamerican Parent or a Borrower) may merge into the Company or amalgamate with a Borrower in a transaction in which the Company such Borrower is the surviving corporation, (ii) any Person (other than the Company) may merge Symmetry, Novamerican Parent or consolidate with any Foreign Borrower in a transaction in which the surviving entity is a Foreign Borrower, (iii) any Person (other than a Borrower) may merge into or consolidate amalgamate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), Party and (iviii) any Restricted Subsidiary may merge into or consolidate with any Person (other than a Borrower) in a transaction permitted under Section 6.06 in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, and (v) any Restricted Subsidiary (other than a Foreign Borrower, unless such Foreign Borrower shall substantially contemporaneously cease to be a Foreign Borrower in accordance with Section 2.25) may liquidate or dissolve if the Company determines Borrowers determine in good faith that such liquidation or dissolution is in the best interests of the Company Borrowers and is not materially disadvantageous to the Lenders; provided that the assets and operations of (A) any Material Subsidiary such merger or amalgamation involving a Person that is liquidated not a wholly-owned Subsidiary immediately prior to such merger or dissolved amalgamation shall not be permitted unless it is also permitted by Section 6.04 and (B) no transaction described above that involves Symmetry, Novamerican Parent or either Borrower shall be transferred to permitted unless Symmetry, Novamerican Parent or such Borrower, as the Companycase may be, a Subsidiary Loan Party, or is the direct holder of the Equity Interests of surviving Person in such Material Subsidiary in connection therewithtransaction.

Fundamental Changes; Business Activities. (a) None of the Company Borrower or any Restricted Subsidiary will merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Person may merge into the Company Borrower in a transaction in which the Company Borrower is the surviving corporation, (ii) any Person (other than the Company) may merge or consolidate with any Foreign Borrower in a transaction in which the surviving entity is a Foreign Borrower, (iii) any Person (other than a Borrower) may merge or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iviii) any Restricted Subsidiary may merge into or consolidate with any Person (other than a the Borrower) in a transaction permitted under Section 6.06 6.05 in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, (iv) the Merger may be consummated and (v) any Restricted Subsidiary (other than a Foreign Borrower, unless such Foreign Borrower shall substantially contemporaneously cease to be a Foreign Borrower in accordance with Section 2.25) may liquidate or dissolve if the Company Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Company Borrower and is not materially disadvantageous to the Lenders; provided that the assets and operations of any Material Subsidiary that is liquidated or dissolved shall be transferred to the Company, Borrower or a Subsidiary Loan Party, or the direct holder of the Equity Interests of such Material Subsidiary Party in connection therewith; provided, further, that, prior to the Investment Grade Date, any merger or consolidation otherwise permitted pursuant to the foregoing provisions involving a Person that is not a wholly-owned Subsidiary immediately prior thereto shall not be permitted unless it is also permitted under Section 6.04.

Fundamental Changes; Business Activities. (a) None of the Company or No Loan Party will, nor will it permit any Restricted Subsidiary will to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or transfer all or substantially all its assets to any Person, or liquidate or dissolvedissolve (other than any Excluded Transfer), except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing, (i) any Person Borrower or any Subsidiary of a Borrower (other than the Company or TFM) may merge into or transfer all or substantially all its assets to a Borrower (other than the Company or TFM) in a transaction in which a Borrower (other than the Company or TFM) is the surviving corporationor acquiring entity, (ii) any Person Subsidiary (other than the Companya Borrower) or any Person acquired in a transaction permitted under Section 6.04 may merge into or consolidate with with, or transfer all or substantially all its assets to, any Foreign Borrower Subsidiary (other than TFM) in a transaction in which the surviving or acquiring entity is a Foreign Borrower, (iii) any Person (other than a Borrower) may merge or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iviii) any Restricted Subsidiary (other a Loan Party) may merge into or consolidate with or transfer all or substantially all its assets to any Person (other than a Borrower) in a transaction permitted under Section 6.06 6.05 in which, after giving effect to such transaction, which the surviving or acquiring entity is not a Restricted Subsidiary, (iv) the Company and its Subsidiaries may consummate the Permitted Lakeside Disposition, (v) any Restricted Subsidiary (other than a Foreign BorrowerLoan Party) may merge into or consolidate with or transfer all or substantially all its assets to the Company in a transaction in which the surviving or acquiring entity is the Company, unless such Foreign Borrower shall substantially contemporaneously cease to be and (vi) any Subsidiary that is not a Foreign Borrower in accordance with Section 2.25) Loan Party may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; provided that the any such merger or consolidation or transfer of all or substantially all assets and operations of any Material Subsidiary involving a Person that is liquidated or dissolved not a wholly-owned Subsidiary immediately prior thereto shall not be transferred to the Company, a Subsidiary Loan Party, or the direct holder of the Equity Interests of such Material Subsidiary in connection therewithpermitted unless it is also permitted by Section 6.04.

Fundamental Changes; Business Activities. (a) None of the Company or any Restricted Subsidiary will merge Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Person Subsidiary of the Borrower may merge into the Company Borrower in a transaction in which the Company Borrower is the surviving corporation, (ii) any Person (other than Subsidiary of the Company) Borrower may merge or consolidate with any Foreign other Subsidiary of the Borrower in a transaction in which the surviving entity is a Foreign Borrower, (iii) any Person (other than a Borrower) may merge or consolidate with any Restricted Subsidiary in a transaction in which of the surviving entity is a Restricted Subsidiary Borrower (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iviii) any Restricted Subsidiary may merge into or consolidate with any Person (other than a Borrower) in a transaction permitted under Section 6.06 7.05 in which, after giving effect to such transaction, which the surviving entity is not a Restricted Subsidiary, (iv) the Borrower or any Subsidiary of the Borrower may merge with any other Person in a Permitted Acquisition provided that (A) if the Borrower is a party to such transaction, the Borrower is the surviving entity and (B) if the Borrower is not a party to such transaction and a Subsidiary Loan Party is a party to such transaction, a Subsidiary Loan Party is the surviving entity and (v) any Restricted Subsidiary (other than a Foreign Borrower, unless such Foreign Borrower shall substantially contemporaneously cease to be a Foreign Borrower in accordance with Section 2.25any Material Subsidiary) may liquidate or dissolve if the Company Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Company Borrower and is not materially disadvantageous to the Lenders; provided that the assets and operations of any Material Subsidiary such merger or consolidation involving a Person that is liquidated or dissolved not a wholly-owned Subsidiary immediately prior thereto shall not be transferred to the Company, a Subsidiary Loan Party, or the direct holder of the Equity Interests of such Material Subsidiary in connection therewithpermitted unless it is also permitted under Section 7.04.

Fundamental Changes; Business Activities. (a) None of the The Company or will not, and will not permit any Restricted Subsidiary will to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Person Restricted Subsidiary may (A) merge into the Company in a transaction in which the Company is the surviving corporationentity and (B) merge into a Borrowing Subsidiary in a transaction in which the Borrowing Subsidiary is the surviving entity, (ii) any Person (other than the Company) may merge or consolidate with any Foreign Borrower in a transaction in which the surviving entity is a Foreign Borrower, (iii) any Person (other than a Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iviii) any Restricted Subsidiary may merge into or consolidate with any Person (other than a Borrowerthe Company) in a transaction permitted under Section 6.06 6.05 in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, Subsidiary and (viv) any Restricted Subsidiary (other than a Foreign Borrower, unless such Foreign Borrower shall substantially contemporaneously cease to be a Foreign Borrower in accordance with Section 2.25) may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not materially disadvantageous to the Lenders; provided that the assets and operations of any Material Subsidiary such merger or consolidation involving a Person that is liquidated not a wholly-owned Restricted Subsidiary immediately prior to such merger or dissolved consolidation shall not be transferred to permitted unless it is also permitted by Section 6.04. Nothing in this paragraph shall prohibit the Company, a Company or any Restricted Subsidiary Loan Party, or from effecting the direct holder of the Equity Interests of such Material Subsidiary in connection therewithAcquisition.

Fundamental Changes; Business Activities. (a) None 3.None of Xxxxxx USA, the Company or any Restricted other Subsidiary will merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Person (other than the Company) may merge into Xxxxxx USA in a transaction in which Xxxxxx USA is the surviving corporation, (ii) any Person (other than Xxxxxx USA) may merge into the Company in a transaction in which the Company is the surviving corporation, (iiiii) any Person (other than Xxxxxx USA or the Company) may merge or consolidate with any Foreign Borrower Subsidiary (other than the Company) in a transaction in which the surviving entity is a Foreign Borrower, (iii) any Person (other than a Borrower) may merge or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party), (iv) any Restricted Subsidiary (other than the Company) may merge into or consolidate with any Person (other than a BorrowerXxxxxx USA or the Company) in a transaction permitted under Section 6.06 6.05 in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, Subsidiary and (v) any Restricted Subsidiary (other than a Foreign Borrower, unless such Foreign Borrower shall substantially contemporaneously cease to be a Foreign Borrower in accordance with Section 2.25the Company) may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the 126 Company and is not materially disadvantageous to the Lenders; provided that the assets and operations of any Material Subsidiary such merger or consolidation involving a Person that is liquidated or dissolved not a wholly-owned Subsidiary immediately prior thereto shall not be transferred to the Company, a Subsidiary Loan Party, or the direct holder of the Equity Interests of such Material Subsidiary in connection therewithpermitted unless it is also permitted under Section 6.04.

Fundamental Changes; Business Activities. (a) None of the Company or any Restricted Subsidiary Loan Parties and their Subsidiaries will merge into, consolidate or amalgamate with any other Person or enter into a plan of arrangement or consolidate scheme of arrangement or corporate reconstruction with any other Person, or permit any other Person to merge into it or consolidate or amalgamate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Person other Loan Party may merge into the Company in a transaction in which the Company is the surviving corporationentity, (ii) any Person other Loan Party may merge into a Borrower (other than the Company) may merge or consolidate with any Foreign Borrower in a transaction in which such Borrower is the surviving entity is a Foreign Borrowerentity, (iii) any Person (other than a Borrower) may merge merge, consolidate or consolidate amalgamate with any Restricted Subsidiary of a Loan Party (other than a Subsidiary that is a Borrower) in a transaction in which the surviving entity is a Restricted Subsidiary of a Loan Party (and, if any party to such merger merger, consolidation or consolidation amalgamation is a Subsidiary Loan PartyGuarantor, only if the surviving entity is a Subsidiary Loan PartyGuarantor), (iv) any Restricted Subsidiary of a Loan Party (other than a Subsidiary that is a Borrower) may merge into into, consolidate or consolidate amalgamate with any Person (other than a BorrowerLoan Party) in a transaction permitted under Section 6.06 6.05 in which, after giving effect to such transaction, the surviving entity is not a Restricted SubsidiarySubsidiary of a Loan Party, and (v) any Restricted Subsidiary of a Loan Party (other than a Foreign Subsidiary that is a Borrower, unless such Foreign Borrower shall substantially contemporaneously cease to be a Foreign Borrower in accordance with Section 2.25) may liquidate or dissolve if the Company determines Borrowers determine in good faith that such liquidation or dissolution is in the best interests of the Company Borrowers and is will not materially disadvantageous to adversely affect the Lenders, so long as contemporaneously with the liquidation or dissolution thereof, the Administrative Agent and the parent of such Subsidiary shall enter into such Security Documents or amendments thereto as reasonably required by the Administrative Agent to maintain the Lien (and perfection thereof) in favor of the Administrative Agent in respect of the assets of such Subsidiary, including any Equity Interests of any Subsidiary thereof; provided that the assets and operations of any Material Subsidiary such merger, consolidation or amalgamation involving a Person that is liquidated not a wholly-owned Subsidiary immediately prior thereto shall not be permitted unless it is also permitted under Section 6.04 and (vi) any Loan Party (or dissolved shall be transferred any Subsidiary) may enter into or effect any such transaction if such transaction is conditioned upon, prior to or simultaneously with the Company, a Subsidiary Loan Party, or the direct holder of the Equity Interests closing of such Material Subsidiary transaction, the Loans (including all accrued and unpaid interest thereon) being repaid in connection therewithfull and all other outstanding Loan Document Obligations being paid in full, and prior to or simultaneously with the closing of such transaction, the Loans (including all accrued and unpaid interest thereon) are repaid in full and all other outstanding Loan Document Obligations are paid in full.

Fundamental Changes; Business Activities. (a) None of Holdings, the Company Borrower or any Restricted other Subsidiary will merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) any Person may merge into the Company Borrower in a transaction in which the Company Borrower is the surviving corporationentity, (ii) any Person (other than the CompanyBorrower) may merge or consolidate with any Foreign Borrower Subsidiary (other than the Borrower) in a transaction in which the surviving entity is a Foreign BorrowerSubsidiary, provided that (iiiA) any Person (other than a Borrower) may merge or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary (and, if any party to such merger or consolidation is a Subsidiary Loan Party, the surviving entity is a Subsidiary Loan Party (and, if any party to such merger or consolidation is an Unlimited Loan Party), the surviving entity is an Unlimited Loan Party) and (B) in the case of any such merger or consolidation involving a Subsidiary that is a direct subsidiary of an Unlimited Loan Party, the surviving entity shall be a direct subsidiary of an Unlimited Loan Party, (iviii) any Restricted Subsidiary (other than the Borrower) may merge into or consolidate with any Person (other than a Holdings or the Borrower) in a transaction permitted under Section 6.06 6.05 in which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, Subsidiary and (viv) any Restricted Subsidiary (other than a Foreign the Borrower, unless such Foreign Borrower shall substantially contemporaneously cease to be a Foreign Borrower in accordance with Section 2.25) may liquidate or dissolve if the Company Holdings determines in good faith that such liquidation or dissolution is in the best interests of Holdings and the Company Subsidiaries and is not materially disadvantageous to the Lenders; provided that the assets and operations of any Material Subsidiary such merger or consolidation involving a Person that is liquidated not a wholly owned Subsidiary immediately prior thereto shall not be permitted unless it is also permitted under Section 6.04. Notwithstanding anything in this Agreement or dissolved shall be transferred any other Loan Document to the Companycontrary, Holdings may convert its form of organization from a Subsidiary Loan Party, or société à responsabilité limitée to a société anonyme under the direct holder laws of the Equity Interests Grand-Duchy of such Material Subsidiary Luxembourg in connection therewithwith an IPO.