Common use of Fundamental Changes, Line of Business Clause in Contracts

Fundamental Changes, Line of Business. (a) The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise Dispose of (in one transaction or in a series of transactions) all or any substantial part of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), 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 Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving entity, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, provided that in the event any Subsidiary to such merger is Loan Party, such Subsidiary that is a Loan Party shall be the surviving entity, (iii) any Subsidiary that is a Loan Party may sell, transfer, lease or otherwise Dispose of its assets to the Borrower or to another Subsidiary that is a Loan Party, (iv) any Subsidiary that is not a Loan Party may sell, transfer, lease or otherwise Dispose of its assets to another Subsidiary that is not a Loan Party, (v) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.4.

Fundamental Changes, Line of Business. (a) The Borrower Loan Parties will not, and will not permit any Subsidiary of their Subsidiaries to, directly or indirectly, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise Dispose of (in one transaction or in a series of transactions) all or any substantial part of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired)them, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing continuing, (i) any Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving entitycorporation, (ii) any Subsidiary may merge with or into any wholly owned Subsidiary in a transaction in which the surviving entity is a Subsidiary, provided that in the event wholly owned Subsidiary and (if any Subsidiary party to such merger is a Subsidiary Loan Party, such Subsidiary that ) is a Subsidiary Loan Party shall be the surviving entityParty, (iii) any Subsidiary that Permitted Acquisitions may be consummated so long as the surviving Person is a Loan Party may sell, transfer, lease or otherwise Dispose of its assets to the Borrower or to another a Subsidiary that is a Loan Party, (iv) sales, transfers, leases or dispositions permitted by Section 6.05 may be effected by way of merger or consolidation of any Subsidiary that with any other Person (whether or not such Subsidiary is not a Loan Party may sell, transfer, lease or otherwise Dispose of its assets to another Subsidiary that is not a Loan Party, the surviving entity) and (v) any Subsidiary PII may liquidate or dissolve if be dissolved pursuant to the Borrower determines in good faith that such liquidation or dissolution is in the best interests terms of the Borrower Foreign Subsidiary Restructuring Documents, provided that in connection with the foregoing, the appropriate Loan Parties shall take all actions necessary or reasonably requested by the Collateral Agent to maintain the perfection of or perfect, as the case may be, protect and is not materially disadvantageous preserve the Liens on the Collateral granted to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior Collateral Agent pursuant to such merger shall not be permitted unless also permitted by Section 6.4the Security Documents and otherwise comply with the provisions of Sections 5.11 and 5.12, in each case, on the terms set forth therein and to the extent applicable.

Fundamental Changes, Line of Business. (a) The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise Dispose dispose of (in one transaction or in a series of transactions) all or any substantial part of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), 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 Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving entitycorporation, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary, provided that in the event any Subsidiary to such merger is Loan Party, such Subsidiary that is a Loan Party shall be the surviving entity, (iii) any Subsidiary that is a Loan Party may sell, transfer, lease or otherwise Dispose dispose of its assets to the Borrower or to another Subsidiary that is a Loan Party, and (iv) any Subsidiary that is not a Loan Party may sell, transfer, lease or otherwise Dispose of its assets to another Subsidiary that is not a Loan Party, (v) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.4.

Fundamental Changes, Line of Business. (a) The Borrower Borrowers will not, and will not permit any Subsidiary (other than any Dormant Company) to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise Dispose dispose of (in one a single transaction or in a series of transactions) all or any substantial part substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock Equity Interest of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) a Borrower or any Subsidiary may (other than a Dormant Company) may, in connection with a Permitted Acquisition, merge into the with a Person that is not a Subsidiary if a Borrower in a transaction in which the Borrower (or such Subsidiary) is the surviving entityPerson, (ii) any Subsidiary may merge into another Subsidiary (other than a Dormant Company) or either Borrower; provided, that if any Subsidiary in a transaction in which the surviving entity is a Subsidiary, provided that in the event any Subsidiary party to such merger is a Loan PartyParty (other than a Dormant Company), such Subsidiary that is a the Loan Party shall be the surviving entityPerson, (iii) any Subsidiary that is a Loan Party may sell, transfer, lease or otherwise Dispose dispose of all or substantially all of its assets to the a Borrower or to a Subsidiary (other than a Dormant Company); provided, that a Subsidiary Loan Party may only sell, lease or otherwise dispose of all or substantially all of its assets to a Borrower or another Subsidiary that is Loan Party (other than a Loan PartyDormant Company), (iv) any Subsidiary that is not a Loan Party may sell, transfer, lease or otherwise Dispose of its assets to another Subsidiary that is not a Loan Party, (v) any Subsidiary Dormant Company may liquidate or dissolve if the Borrower determines Borrowers determine in good faith that such liquidation or dissolution is in the best interests of the Borrower Borrowers and is not materially disadvantageous to the Lenders; provided that any Lenders and (v) the asset or Equity Interest of a Subsidiary may be sold or transferred so long as such merger involving a Person that sale or transfer is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by under Section 6.47.6.

Fundamental Changes, Line of Business. (a) The Borrower Borrowers will not, and will not permit any Domestic Subsidiary to, merge into or consolidate with into any other Person, or permit any other Person to merge into or consolidate with it, or sell, transferlease, lease transfer or otherwise Dispose dispose of (in one a single transaction or in a series of transactions) all or any substantial part substantially all of its assetsassets (in each case, whether now owned or hereafter acquired) or all or substantially all of the stock of any of its their Domestic Subsidiaries (in each case, whether now owned or hereafter acquired), ) or liquidate or dissolve; provided, except that, that if at the time thereof and immediately after giving effect thereto thereto, no Default or Event of Default shall have occurred and be continuing (i) a Borrower or any Domestic Subsidiary may merge into the with a Person if such Borrower in (or such Domestic Subsidiary if a transaction in which the Borrower is not a party to such merger) is the surviving entityPerson, (ii) any Domestic Subsidiary that is not a Borrower may merge into another Domestic Subsidiary; provided, that if any Subsidiary in a transaction in which the surviving entity is a Subsidiary, provided that in the event any Subsidiary party to such merger is a Subsidiary Loan Party, such the Subsidiary that is a Loan Party shall be the surviving entityPerson, (iii) any Domestic Subsidiary that is a Loan Party may sell, transfer, lease or otherwise Dispose dispose of all or substantially all of its assets to the a Borrower or to another a Subsidiary that is a Loan Party, Party and (iv) any Domestic Subsidiary that is not (other than a Loan Party may sell, transfer, lease or otherwise Dispose of its assets to another Subsidiary that is not a Loan Party, (v) any Subsidiary may liquidate or dissolve if the Borrower determines Borrowers determine in good faith that such liquidation or dissolution is in the best interests of the Borrower Borrowers and is not materially disadvantageous to the Lenders; provided provided, that any such merger involving a Person that is not a wholly wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.47.6.