Fundamental Changes. Without limiting the restrictions on Business Acquisitions set forth in Section 6.04, the Borrower will not, and will not permit any Subsidiary Loan Party 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 (other than in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, (iii) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03.
Appears in 4 contracts
Sources: Credit Agreement (Rite Aid Corp), Credit Agreement (Rite Aid Corp), Credit Agreement (Rite Aid Corp)
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the restrictions on Business Acquisitions set forth foregoing) (including, in Section 6.04each case, pursuant to a Division), except that, so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom:
(a) any Subsidiary which is not a Loan Party may merge with (i) a Loan Party, provided, that the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, provided, that when any wholly‑owned Subsidiary is merging with another Subsidiary, the Borrower will not, and will not permit wholly‑owned Subsidiary shall be the continuing or surviving Person;
(b) any Subsidiary which is a Loan Party tomay merge into any Subsidiary which is a Loan Party or into a Borrower, provided, that in any merger involving a Borrower, a Borrower shall be the continuing or surviving Person;
(c) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge with or into or consolidate with any other Person, Person or permit any other Person to merge with or into or consolidate with itit; provided, or liquidate or dissolvethat (i) the Person surviving such merger shall be a wholly‑owned Subsidiary of a Loan Party and such Person shall become a Loan Party in accordance with the provisions of Section 6.11 hereof, except that, if at the time thereof and immediately after giving effect thereto (other than ii) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in such merger to which the Borrower is the surviving corporation, provided, that if such other Person any Loan Party is a Subsidiary Loan Partyparty, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, Person; and
(iiid) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person CFC that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to may merge into any Subsidiary acquired pursuant to this Section 6.03CFC that is not a Loan Party.
Appears in 4 contracts
Sources: Term Loan Credit Agreement (Beyond, Inc.), Term Loan Credit Agreement (Kirkland's, Inc), Term Loan Credit Agreement (Beyond, Inc.)
Fundamental Changes. Without limiting the restrictions on Business Acquisitions set forth in Section 6.04(a) No Loan Party will, the Borrower nor will not, and will not it permit any Subsidiary Loan Party of its Subsidiaries 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 (other than in the case no Default or Event of clause (iv) below) no Default shall have occurred and be continuing or would arise therefrom, (i) any Person Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporationliquidate, provideddissolve, that if such other Person is a Subsidiary Loan Partyconsolidate, it shall have no assets that constitute Senior Collateral, (ii) any Person may or merge into a Subsidiary Loan Party in a transaction in which such Subsidiary a Loan Party is the surviving corporation, (ii) any Subsidiary that is not a Loan Party may liquidate, dissolve, consolidate, or merge into any Subsidiary that is not a Loan Party, (iii) any Subsidiary Loan Party may liquidate merge with or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and into any other Loan Party, (iv) any Asset Sale the Loan Parties and its Subsidiaries may dispose of the Equity Interests Capital Stock of their respective Subsidiaries in any Subsidiary Loan Party that is a transaction permitted under Section by SECTION 6.05, and (v) Permitted Acquisitions and transactions permitted pursuant to SECTION 6.05 may be effected through consummated in the form of a merger, merger or consolidation, liquidation or dissolution as long as, in the event of such Subsidiary a Permitted Acquisition, a Loan Party; Party is the surviving Person, provided that (A) any such merger involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and SECTION 6.04.
(Bb) the Borrower and the applicable Subsidiary No Loan Party shall comply with the provisions of Section 5.11 with respect will engage, to any Subsidiary acquired pursuant to material extent, in any business other than businesses of the type conducted by such Loan Party on the date of execution of this Section 6.03Agreement and businesses reasonably related thereto and those supportive, complementary or ancillary thereto.
Appears in 4 contracts
Sources: Credit Agreement (Burlington Coat Factory Investments Holdings, Inc.), Credit Agreement (Burlington Coat Factory Investments Holdings, Inc.), Credit Agreement (Burlington Coat Factory Investments Holdings, Inc.)
Fundamental Changes. Without limiting Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, except that, so long as no Default exists or would result therefrom: (a) any Subsidiary of the restrictions on Business Acquisitions set forth in Section 6.04Company may merge, amalgamate or consolidate with or liquidate or dissolve into a Loan Party; provided, that, the Borrower will notLoan Party (or if the Company is involved, and will not permit the Company) shall be the continuing or surviving Person; (b) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party to, may merge or amalgamate with or into or consolidate with any other Person, Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto (other than in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any the Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, (iii) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not or amalgamation shall be a wholly-owned Subsidiary immediately prior to of a Loan Party or shall be the Company and (ii) in the case of any such merger shall not be permitted or amalgamation to engage in which any Loan Party is a party, such merger unless also permitted by Section 6.04 Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and (Bc) the Borrower and the applicable any Subsidiary that is not a Loan Party may merge into or amalgamate with any other Subsidiary that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall comply with be the provisions continuing or surviving Person; and (d) notwithstanding anything herein to the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of Section 5.11 with respect such liquidated or dissolved entities are transferred to any Subsidiary acquired pursuant to this Section 6.03another domestic Loan Party.
Appears in 4 contracts
Sources: Credit Agreement (Matrix Service Co), Credit Agreement (Matrix Service Co), Credit Agreement (Matrix Service Co)
Fundamental Changes. Without limiting the restrictions on Business Acquisitions set forth Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in Section 6.04one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:
(a) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower will not, and will not permit or to another Loan Party;
(b) any Subsidiary that is not a Loan Party tomay dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party;
(c) in connection with any Permitted Acquisition, any Subsidiary of the Borrower may merge into or consolidate with any other Person, Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person shall be or liquidate become a Loan Party; and
(d) so long as no Default has occurred and is continuing or dissolvewould result therefrom, except thateach of the Borrower and any of its Subsidiaries may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, if at the time thereof and however, that in each case, immediately after giving effect thereto (other than i) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into such merger to which the Borrower in is a transaction in which party, the Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, corporation and (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, (iii) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale case of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary which any Loan Party (other than the Borrower) is a party, the surviving Person shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03be or become a Loan Party.
Appears in 4 contracts
Sources: Credit Agreement (Hackett Group, Inc.), Credit Agreement (Hackett Group, Inc.), Credit Agreement (Hackett Group, Inc.)
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate or amalgamate with or into another Person, (or agree to do any of the restrictions on Business Acquisitions set forth in Section 6.04foregoing), except that, so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom:
(a) any Subsidiary which is not a Loan Party may merge or amalgamate with (i) a Loan Party, provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary, the Borrower will not, and will not permit wholly-owned Subsidiary shall be the continuing or surviving Person;
(b) any Subsidiary which is a Loan Party tomay merge or amalgamate into any Subsidiary which is a Loan Party or into a Borrower, provided that in any merger or amalgamation involving a Borrower, a Borrower shall be the continuing or surviving Person;
(c) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person, Person or permit any other Person to merge with or into or consolidate with it; provided that (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party and such Person shall become a Loan Party in accordance with the provisions of Section 6.11 hereof, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto (other than ii) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in such merger or amalgamation to which the Borrower is the surviving corporation, provided, that if such other Person any Loan Party is a Subsidiary Loan Partyparty, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, Person; and
(iiid) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person CFC that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to may merge into any Subsidiary acquired pursuant to this Section 6.03CFC that is not a Loan Party.
Appears in 4 contracts
Sources: Credit Agreement (Rh), Credit Agreement (Restoration Hardware Holdings Inc), Credit Agreement (Restoration Hardware Holdings Inc)
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary may merge with, or be liquidated, wound up or dissolved into (i) the restrictions on Business Acquisitions set forth in Section 6.04Borrower, provided that the Borrower will notshall be the continuing or surviving Person, and will or (ii) any one or more other Subsidiaries, provided that when any Loan Party is merging with another Subsidiary that is not permit a Loan Party, such Loan Party shall be the continuing or surviving Person;
(b) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party;
(c) any Subsidiary that is not a Loan Party to, may dispose of all or substantially all its assets to (i) another Subsidiary which is not a Loan Party or (ii) to a Loan Party; and
(d) any Subsidiary of the Borrower may merge into or consolidate with any other Person, Person or permit any other Person to merge into or consolidate with it, or liquidate or dissolve; provided, except thatin the case of a Disposition of a Subsidiary otherwise permitted by Section 6.04, if at that the time thereof and Person surviving such merger shall be a wholly owned Subsidiary of the Borrower; provided, however, that in each case, immediately after giving effect thereto thereto, (other than x) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into such merger to which the Borrower in is a transaction in which party, the Borrower is the surviving corporation, provided, that if and (y) in the case of any such merger to which any Loan Party (other Person than the Borrower) is a Subsidiary Loan Partyparty, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, (iii) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03.
Appears in 4 contracts
Sources: Credit Agreement (Tupperware Brands Corp), Credit Agreement (Tupperware Brands Corp), Credit Agreement (Tupperware Brands Corp)
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the restrictions on Business Acquisitions set forth foregoing) (including, in Section 6.04each case, pursuant to a Division), except that, so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom:
(a) any Subsidiary which is not a Loan Party may merge with (i) a Loan Party, provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the Borrower will not, and will not permit wholly-owned Subsidiary shall be the continuing or surviving Person;
(b) any Subsidiary which is a Loan Party tomay merge into any Subsidiary which is a Loan Party or into a Borrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving Person;
(c) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge with or into or consolidate with any other Person, Person or permit any other Person to merge with or into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of a Loan Party and such Person shall become a Loan Party in accordance with the provisions of Section 6.11 hereof, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto (other than ii) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in such merger to which the Borrower is the surviving corporation, provided, that if such other Person any Loan Party is a Subsidiary Loan Partyparty, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, Person; and
(iiid) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person CFC that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to may merge into any Subsidiary acquired pursuant to this Section 6.03CFC that is not a Loan Party.
Appears in 4 contracts
Sources: Credit Agreement (Kirkland's, Inc), Credit Agreement (Kirkland's, Inc), Credit Agreement (Kirkland's, Inc)
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided , however , that, notwithstanding the restrictions on Business Acquisitions set forth in foregoing provisions of this Section 6.04, 7.04 but subject to the Borrower will not, terms of Sections 6.12 and will not permit 6.14 (a) any Subsidiary Loan Party to, or Subsidiary may merge into or consolidate with any other PersonLoan Party, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except provided that, if at the time thereof and immediately after giving effect thereto (other than in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in such transaction involves a transaction in which Borrower, the Borrower is the surviving corporationentity, provided, (b) any Wholly Owned Subsidiary that if such is not a Loan Party may merge or consolidate with any other Person Wholly Owned Subsidiary that is not a Subsidiary Loan Party or a Loan Party, it shall have no assets that constitute Senior Collateralprovided that, (ii) any Person may merge into if such transaction involved a Subsidiary Loan Party in a transaction in which such Subsidiary Party, the Loan Party is the surviving corporationentity, (iiic) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) merge with any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Loan Party in connection with a Disposition permitted under Section 7.05 , (d) any Loan Party or any Subsidiary immediately prior to may merge with any Person that is not a Loan Party in connection with a Permitted Acquisition provided that, if such merger transaction involves a Borrower or Guarantor, the Borrower or Guarantor, as applicable shall not be permitted to engage in such merger unless also permitted by Section 6.04 the continuing or surviving corporation and (Be) the Borrower any Wholly Owned 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 Material Adverse Effect and the applicable Subsidiary all of its assets and business is transferred to a Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03Party.
Appears in 3 contracts
Sources: Credit and Guaranty Agreement, Credit and Guaranty Agreement (Allion Healthcare Inc), Credit and Guaranty Agreement (Allion Healthcare Inc)
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the restrictions on Business Acquisitions set forth foregoing), except that, so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom:
(a) any Subsidiary which is not a Loan Party may merge with (i) a Loan Party, provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person;
(b) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Loan Party or into the Borrower, provided that in Section 6.04any merger involving the Borrower, the Borrower will notshall be the continuing or surviving Person; and
(c) in connection with a Permitted Acquisition, and will not permit any Subsidiary a Loan Party to, may merge with or into or consolidate with any other Person, Person or permit any other Person to merge with or into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of a Loan Party and such Person shall become a Loan Party in accordance with the provisions of Section 6.11 hereof, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto (other than ii) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in such merger to which the Borrower is the surviving corporation, provided, that if such other Person any Loan Party is a Subsidiary Loan Partyparty, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, (iii) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03Person.
Appears in 3 contracts
Sources: Credit Agreement (Citi Trends Inc), Credit Agreement (Citi Trends Inc), Credit Agreement (Citi Trends Inc)
Fundamental Changes. Without limiting the restrictions on Business Acquisitions set forth Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division), except that, so long as no Default exists or would result therefrom:
(a) subject to Section 6.047.04(e), the Borrower will not, and will not permit any Subsidiary (other than the Foreign Borrower) may merge with (i) the Domestic Borrower; provided that the Domestic Borrower shall be the continuing or surviving Person, (ii) the Foreign Borrower; provided that the Foreign Borrower shall be the continuing or surviving Person or (iii) any one or more other Subsidiaries (other than the Foreign Borrower); provided that when (x) any Loan Party tois merging with another Subsidiary, such Loan Party shall be the continuing or surviving Person or the continuing or surviving Person shall thereupon become a Loan Party and (y) any Domestic Subsidiary is merging with another Subsidiary, such Domestic Subsidiary shall be the continuing or surviving Person;
(b) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Domestic Borrower or to another Loan Party;
(c) any Subsidiary that is not a Loan Party may dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party;
(d) in connection with any acquisition permitted under Section 7.03, any Subsidiary of the Domestic Borrower may merge into or consolidate with any other Person, Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly‑owned Subsidiary of the Domestic Borrower, (ii) in the case of any such merger involving the Foreign Borrower, the Foreign Borrower shall be the surviving Person, and (iii) in the case of any such merger to which any Loan Party (other than the Foreign Borrower) is a party, such Loan Party is the surviving Person; and
(e) so long as no Default has occurred and is continuing or liquidate would result therefrom, any Subsidiary of the Domestic Borrower may merge into or dissolveconsolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, except thathowever, if at the time thereof and that in each case, immediately after giving effect thereto (other than i) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in such merger to which the Foreign Borrower is a party, the Foreign Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, corporation and (ii) in the case of any Person may merge into a Subsidiary such merger to which any Loan Party in (other than the Foreign Borrower) is a transaction in which party, such Subsidiary Loan Party is the surviving corporation, (iii) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03.
Appears in 3 contracts
Sources: Credit Agreement (Diodes Inc /Del/), Credit Agreement (Diodes Inc /Del/), Second Amended and Restated Credit Agreement (Diodes Inc /Del/)
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person (or agree to do any of the restrictions on Business Acquisitions set forth in Section 6.04foregoing), except that, so long as no Default or Event of Default shall have occurred and be continuing prior to, or immediately after giving effect to, any action described below or would result therefrom:
(a) any Subsidiary which is not a Loan Party may merge with (i) a Loan Party, provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any Wholly Owned Subsidiary is merging with another Subsidiary, the Borrower will not, and will not permit Wholly Owned Subsidiary shall be the continuing or surviving Person;
(b) any Loan Party or any Subsidiary which is a Loan Party tomay merge with or into any other Subsidiary which is a Loan Party, provided that in any merger involving a Borrower, such Borrower shall be the continuing or surviving Person;
(c) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge with or into or consolidate with any other Person, Person or permit any other Person to merge with or into or consolidate with it; provided that (i) if such Subsidiary is a Wholly Owned Subsidiary of a Loan Party, or liquidate or dissolve, except that, if at the time thereof Person surviving such merger shall be a Wholly Owned Subsidiary of a Loan Party and immediately after giving effect thereto (other than ii) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in such merger to which the Borrower is the surviving corporation, provided, that if such other Person any Loan Party is a Subsidiary Loan Partyparty, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, Person; and
(iiid) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person CFC that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to may merge into any Subsidiary acquired pursuant to this Section 6.03CFC that is not a Loan Party.
Appears in 3 contracts
Sources: Credit Agreement (Tops Holding Ii Corp), Credit Agreement (Tops Markets Ii Corp), Credit Agreement (Tops Holding Corp)
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division); provided that, notwithstanding the restrictions on Business Acquisitions set forth in foregoing provisions of this Section 6.047.04 but subject to the terms of Sections 6.13 and 6.14, and so long as no Default exists or would result therefrom, (a) the Borrower may merge or consolidate with any of its Subsidiaries provided that, the Borrower will notshall be the continuing or surviving corporation, and will not permit (b) subject to the proviso in clause (a), any Subsidiary Loan Party to, may 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 (other than in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, (iic) any Person Foreign Subsidiary may merge be merged or consolidated with or into a Subsidiary any Loan Party in a transaction in which provided that such Subsidiary Loan Party is shall be the continuing or surviving corporation, (iiid) any Foreign Subsidiary Loan Party may liquidate be merged or dissolve if such liquidation consolidated with or dissolution is not materially disadvantageous to into any other Foreign Subsidiary, (e) the Lenders and (iv) any Asset Sale of the Equity Interests in Borrower or any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) merge with any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to Loan Party in connection with a Permitted Acquisition provided that, if such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) Permitted Acquisition involves the Borrower, the Borrower shall be the continuing or surviving corporation and the applicable Subsidiary if such Permitted Acquisition involves any other Loan Party, such Loan Party shall comply with be the provisions of Section 5.11 with respect to continuing or surviving corporation, (f) any Subsidiary acquired pursuant to this may dissolve, liquidate or wind up its affairs at any time if such Subsidiary is inactive or holds assets of a de minimus value, (g) any Loan Party and any Subsidiary may make any Permitted Investments and (h) any Loan Party and any Subsidiary may make any Disposition permitted under Section 6.037.05.
Appears in 3 contracts
Sources: Credit Agreement (Armstrong Flooring, Inc.), Credit Agreement (Armstrong Flooring, Inc.), Credit Agreement (Armstrong Flooring, Inc.)
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the restrictions on Business Acquisitions set forth in Section 6.04foregoing), except that, so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom:
(a) any Subsidiary which is not a Loan Party may merge with (i) a Loan Party, provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the Borrower will not, and will not permit wholly-owned Subsidiary shall be the continuing or surviving Person;
(b) any Subsidiary which is a Loan Party tomay merge into any Subsidiary which is a Loan Party or into a Borrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving Person; and
(c) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge with or into or consolidate with any other Person, Person or permit any other Person to merge with or into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of a Loan Party and such Person shall become a Loan Party in accordance with the provisions of Section 6.11 hereof, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto (other than ii) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in such merger to which the Borrower is the surviving corporation, provided, that if such other Person any Loan Party is a Subsidiary Loan Partyparty, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, (iii) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03Person.
Appears in 3 contracts
Sources: Credit Agreement (Destination Xl Group, Inc.), Abl Credit Agreement (Vertex Energy Inc.), Credit Agreement (Vertex Energy Inc.)
Fundamental Changes. Without limiting Merge, dissolve, liquidate, wind-up, consolidate with or amalgamate into another Person, or divide (including by means of a “plan of division” under the restrictions on Business Acquisitions set forth in Delaware Limited Liability Company Act or any comparable transaction under any similar law), provided, however, that, subject to the terms of Section 6.046.12 and Section 6.14, the Borrower will not, and will not permit (a) any Subsidiary Loan Party toorganized in the United States other than Holdings may merge, merge amalgamate, wind-up into or consolidate with any other PersonLoan Party organized in the United States other than Holdings, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except provided that, if at the time thereof and immediately after giving effect thereto (other than any such transaction described in the case of this clause (iva) below) no Default shall have occurred and be continuing (i) any Person may merge into involves the Borrower in a transaction in which Borrower, the Borrower is the surviving corporationentity, providedor in the case of an amalgamation, the amalgamated entity remains the Borrower, (b) any Subsidiary that is not a Loan Party may merge, amalgamate, wind-up into or consolidate with any other Subsidiary that is not a Loan Party or a Loan Party other than Holdings so long as no other provision of this Agreement would be violated thereby, provided that, if such other Person is transaction involves a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary the Loan Party is the surviving corporationentity (or in the case of an amalgamation, the amalgamated entity remains a Loan Party), (iiic) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) other than any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) may merge with any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be Loan Party in connection with a Disposition permitted to engage in such merger unless also permitted by under Section 6.04 7.05 and (Bd) the Borrower any 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 Material Adverse Effect and the applicable Subsidiary all of its assets and business is transferred to a Loan Party shall comply with other than Holdings (in the provisions case of Section 5.11 with respect to a transferor that is a Loan Party) or any Subsidiary acquired pursuant to this Section 6.03(in the case of a transferor that is not a Loan Party).
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (American Vanguard Corp), Credit and Guaranty Agreement (American Vanguard Corp)
Fundamental Changes. Without limiting the restrictions on Business Acquisitions set forth in Section 6.04, the Borrower will notNo Credit Party shall, and will not permit any Subsidiary Loan no Credit Party to, merge into or consolidate with any other Person, shall suffer or permit any other Person to merge into or of its Restricted Subsidiaries to, merge, consolidate with itor into, or liquidate convey, transfer, lease or dissolveotherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that(1) in connection with Permitted Acquisitions and other Investments permitted hereunder, if at (2) any Subsidiary (including, without limitation, the time thereof and immediately after giving effect thereto Borrowers or any Guarantor other than Parents) may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or any of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries shall be the continuing or surviving entities, (3) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party (other than in the case of clause (ivParents) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, (iii) any Subsidiary Loan Party may liquidate with or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and liquidate into any other Credit Party (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Partyother than Parents); provided that (A) if any such merger involving Borrower is a Person that is not a wholly-owned Subsidiary immediately prior party to such merger transaction, such Borrower shall not be permitted to engage in the surviving or continuing entity of such merger unless also transaction, and (6) transactions permitted by Section 6.04 Sections 5.2 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 5.4; provided, further, that with respect to clauses (1), (2), (4) and (5) above, (x) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (y) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity (if being understood that, notwithstanding clause (x) above, if both a Parent and a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity) and (z) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoing, if any Subsidiary acquired pursuant to this of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 6.035.14, then the Borrowers shall provide notice within the time period specified in Section 5.14.
Appears in 2 contracts
Sources: Credit Agreement (Charah Solutions, Inc.), Credit Agreement (Charah Solutions, Inc.)
Fundamental Changes. Without limiting the restrictions on Business Acquisitions set forth Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in Section 6.04one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, the Borrower will notexcept that, and will not permit so long as no Event of Default exists or would result therefrom:
(a) any Subsidiary may merge with (i) any Borrower or Holdings, provided that the applicable Borrower or Holdings, as applicable, shall be the continuing or surviving Person or (ii) any one or more other Subsidiaries, provided that when any Loan Party tois merging with any Subsidiary that is not a Loan Party, such Loan Party shall be the continuing or surviving Person;
(b) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Lead Borrower or to another Loan Party;
(c) any Subsidiary that is not a Loan Party may dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party;
(d) in connection with any acquisition permitted under Section 7.03, any Subsidiary of Holdings (subject to clause 7.04(e) below) may merge into or consolidate with any other Person, Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of Holdings (unless both parties to such merger were not wholly owned prior to the merger) and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person;
(e) so long as no Default has occurred and is continuing or liquidate would result therefrom, any Borrower and any of its Subsidiaries may merge into or dissolveconsolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, except thathowever, if at the time thereof and that in each case, immediately after giving effect thereto (other than i) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in such merger to which the Lead Borrower is a party, the Lead Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, corporation and (ii) in the case of any Person may merge into a Subsidiary such merger to which any Loan Party in (other than the Lead Borrower) is a transaction in which party, such Subsidiary Loan Party is the surviving corporation, ;
(iiif) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidationdissolution, liquidation liquidation, consolidation or dissolution Disposition, the purpose of such Subsidiary which is to effect a Disposition permitted pursuant to Section 7.05; and
(g) the Loan Party; provided that (A) Parties and their respective Subsidiaries may consummate the 2019 Corporate Restructuring Transactions. For the avoidance of doubt, the Lead Borrower shall always survive any such merger involving to which the Lead Borrower is a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03party.
Appears in 2 contracts
Sources: Credit Agreement (Novanta Inc), Credit Agreement (Novanta Inc)
Fundamental Changes. Without limiting the restrictions on Business Acquisitions set forth (a) Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in Section 6.04one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, the Borrower will notexcept that, and will not permit so long as no Default exists or would result therefrom:
(i) any Subsidiary of any Borrower may merge with (A) any Borrower, provided that such Borrower shall be the continuing or surviving Person, or (B) any one or more other Subsidiaries, provided that when any Loan Party tois merging with another Subsidiary, such Loan Party shall be the continuing or surviving Person;
(ii) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Borrower or to another Loan Party (other than Holdings or Intermediate Holdings);
(iii) any Subsidiary that is not a Loan Party may dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (A) another Subsidiary that is not a Loan Party or (B) to a Loan Party;
(iv) so long as no Default has occurred and is continuing or would result therefrom, each Borrower and each of their respective Subsidiaries may merge into or consolidate with any other Person, Person (other than Holdings or Intermediate Holdings) or permit any other Person (other than Holdings or Intermediate Holdings) to merge into or consolidate with it; provided, or liquidate or dissolvehowever, except thatthat in each case, if at the time thereof and immediately after giving effect thereto (other than A) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the such merger to which a Borrower in is a transaction in which the party, such Borrower is the surviving corporation, provided, that if corporation and (B) in the case of any such merger to which any Loan Party (other Person than a Borrower) is a Subsidiary Loan Partyparty, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, ; and
(iiiv) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) merge with any Asset Sale other Person in furtherance of the Equity Interests in any Subsidiary Loan Party that is transaction otherwise permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party7.03(g); provided that (A) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with be the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03surviving or continuing Person.
Appears in 2 contracts
Sources: Credit Agreement (Exopack Holding Corp), Credit Agreement (Exopack Holding Corp)
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the restrictions on Business Acquisitions set forth foregoing), except that, so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom:
(a) any Subsidiary which is not a Loan Party may merge with (i) a Loan Party, provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person;
(b) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Loan Party or into the Borrower, provided that in Section 6.04any merger involving the Borrower, the Borrower will notshall be the continuing or surviving Person;
(c) in connection with a Permitted Acquisition, and will not permit any Subsidiary of a Loan Party to, may merge with or into or consolidate with any other Person, Person or permit any other Person to merge with or into or consolidate with it, or liquidate or dissolve, except that, if at ; provided that (i) the time thereof Person surviving such merger shall be a wholly-owned Subsidiary of a Loan Party and immediately after giving effect thereto (other than ii) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in such merger to which the Borrower is the surviving corporation, provided, that if such other Person any Loan Party is a Subsidiary Loan Partyparty, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, Person; and
(iiid) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person CFC that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to may merge into any Subsidiary acquired pursuant to this Section 6.03CFC that is not a Loan Party.
Appears in 2 contracts
Sources: Credit Agreement (Sportsman's Warehouse Holdings, Inc.), Credit Agreement (Sportsman's Warehouse Holdings, Inc.)
Fundamental Changes. Without limiting No Loan Party shall merge, dissolve, liquidate, consolidate with or into another Person, except that:
(a) (i) any Loan Party (other than the restrictions on Business Acquisitions set forth Parent) or any Subsidiary which is a Loan Party may merge or consolidate with or into any other Subsidiary which is a Loan Party, provided that in Section 6.04any merger or consolidation involving the Borrower, the Borrower will notshall be the continuing or surviving Person, and will not permit (ii) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to another Loan Party other than the Parent;
(b) any Loan Party may consummate any of following transactions, provided that such transaction is otherwise permitted as a Permitted Investment, Permitted Acquisition or Permitted Disposition: (i) any Subsidiary which is not a Loan Party tomay merge or consolidate with or into a Loan Party, provided that a Loan Party shall be the continuing or surviving Person and that any Indebtedness incurred as a result of such fundamental change is Permitted Indebtedness, and (ii) so long as no Default exists or would immediately result therefrom, any Loan Party (other than the Borrower) may merge with or into or consolidate with any other Person, Person or permit any other Person to merge with or into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto (other than in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in ; provided that a transaction in which the Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, Person; and
(iiic) any Subsidiary Loan Party Guarantor (other than the Parent) may liquidate or dissolve or change its legal form if the Parent determines in good faith that such liquidation or dissolution action is in the best interests of the Parent and its Subsidiaries and is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03Lenders.
Appears in 2 contracts
Sources: Credit Agreement (Quiksilver Inc), Credit Agreement (Quiksilver Inc)
Fundamental Changes. Without limiting Change its name or conduct business under any fictitious name; change its tax, charter or other organizational identification number; change its form or state of organization; or merge, combine or consolidate with any Person, or liquidate, wind up its affairs or dissolve itself, in each case whether in a single transaction or in a series of related transactions, except:
(a) a wholly-owned Subsidiary may merge or consolidate with another wholly-owned Subsidiary or into a Borrower, except an Obligor may not merge or consolidate with a non-Obligor unless the restrictions on Business Acquisitions set forth in Section 6.04, surviving entity is an Obligor;
(b) Parent or Spansion Technology LLC may merge or consolidate with Spansion provided Spansion is the Borrower will not, and will not permit surviving entity;
(c) any Subsidiary Loan Party to, may merge into or consolidate with any other Person, Person or permit any other Person to merge into or consolidate with it; provided, or liquidate or dissolvehowever, except thatthat in each case, if at the time thereof and immediately after giving effect thereto (other than thereto, in the case of clause any such merger to which any Obligor (ivother than Borrower or any other Obligor) belowis a party, such Obligor is the surviving entity;
(d) no Default shall have occurred and be continuing (i) in connection with any Person acquisition permitted under Section 10.2.5, any Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, provided, that if such or consolidate with any other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, (ii) or permit any other Person may to merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, (iii) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Partyconsolidate with it; provided that (Ai) any the Person surviving such merger involving a Person that is not shall be a wholly-owned Subsidiary immediately prior of Spansion, and (ii) in the case of any such merger to which any Obligor (other than Spansion) is a party, such Obligor is the surviving Person; and
(e) Spansion Technology LLC may dissolve in accordance with the terms of this Agreement, so long as Parent becomes the sole shareholder of Spansion, and Spansion Technology LLC may merge or consolidate with Parent provided that after giving effect to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) or consolidation, Parent is the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03surviving entity.
Appears in 2 contracts
Sources: Loan and Security Agreement (Spansion Inc.), Loan and Security Agreement
Fundamental Changes. Without limiting the restrictions on Business Acquisitions set forth in Section 6.04(a) No Loan Party will, the Borrower nor will not, and will not it permit any Subsidiary Loan Party of its Subsidiaries 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 (other than in the case no Event of clause (iv) below) no Default shall have occurred and be continuing (i) any Person Subsidiary of a Borrower may merge into the a Borrower in a transaction in which the such Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateralentity, (ii) any Person Loan Party (other than a Borrower) may merge into a Subsidiary any Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporationentity is a Loan Party, (iii) any Subsidiary may transfer its assets to a Loan Party and any Subsidiary which is a non-Loan Party may transfer its assets to a non-Loan Party , (iv) any Subsidiary that is not a 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 and (ivv) any Asset Sale of the Equity Interests in any Subsidiary non-Loan Party that is permitted under Section 6.05 may be effected through a mergermerge into, consolidationor consolidate with, liquidation or dissolution of such Subsidiary another non-Loan Party; provided that (A) any such merger involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and 6.04.
(Bb) the Borrower and the applicable Subsidiary No Loan Party shall comply with will, nor will it permit any of its Subsidiaries to, engage in any business other than businesses of the provisions type conducted by the Company and its Subsidiaries on the Effective Date and businesses reasonably related or incidental thereto (including the provision of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03services).
Appears in 2 contracts
Sources: Credit Agreement (Office Depot Inc), Credit Agreement (Office Depot Inc)
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, notwithstanding the restrictions on Business Acquisitions set forth in foregoing provisions of this Section 6.048.04 but subject to the terms of Sections 7.12 and 7.14, (a) the Borrower will notmay merge or consolidate with any of its Subsidiaries provided that the Borrower shall be the continuing or surviving corporation, and will not permit (b) any Subsidiary Loan Party to, other than the Borrower may 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 (Loan Party other than in the case of clause Borrower, (iv) below) no Default shall have occurred and be continuing (ic) any Person Foreign Subsidiary may merge be merged or consolidated with or into the Borrower in a transaction in which the Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which provided that such Subsidiary Loan Party is shall be the continuing or surviving corporation, (iiid) any Foreign Subsidiary may be merged or consolidated with or into any other Foreign Subsidiary, (e) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in Borrower may merge with any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Loan Party in connection with a Disposition permitted under Section 8.05 or a Permitted Acquisition provided that, if such transaction involves the Borrower, the Borrower shall be the continuing or surviving corporation, (g) any Wholly Owned Subsidiary immediately prior to of the Borrower may dissolve, liquidate or wind up its affairs at any time provided that such merger shall dissolution, liquidation or winding up, as applicable, could not be permitted to engage in such merger unless also permitted by Section 6.04 have a Material Adverse Effect and (Bh) the Borrower and its Subsidiaries may enter into the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03Permitted Disposition.
Appears in 2 contracts
Sources: Credit Agreement (Fti Consulting Inc), Credit Agreement (Fti Consulting Inc)
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:
(i) any Loan Party (other than the restrictions on Business Acquisitions set forth in Section 6.04Borrower) may be merged into, consolidated with, or amalgamated with any other Loan Party, and (ii) any wholly-owned Subsidiary of any Loan Party may be merged into such Loan Party;
(b) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower will not, and will not permit or to another Loan Party;
(c) any Subsidiary that is not a Loan Party tomay be merged into, consolidated with, or amalgamated with, or may dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) with or to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party; and
(d) in connection with any acquisition permitted under Section 7.03, any Subsidiary of the Borrower may merge into or consolidate with any other Person, Person or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at ; provided that (i) the time thereof Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and immediately after giving effect thereto (other than ii) in the case of clause any such merger to which any Loan Party (ivother than the Borrower) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Partyparty, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, (iii) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03Person.
Appears in 2 contracts
Sources: Credit Agreement (Clean Harbors Inc), Credit Agreement (Clean Harbors Inc)
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, notwithstanding the restrictions on Business Acquisitions set forth foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and 7.14, (a) a Borrower may merge or consolidate with any of its Subsidiaries provided that, in Section 6.04the case of AWI, AWI shall be the Borrower will notcontinuing or surviving corporation, and will not permit (b) subject to the proviso in clause (a), any Subsidiary Loan Party to, may 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 (other than in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, (iic) any Person Foreign Subsidiary may merge be merged or consolidated with or into a Subsidiary any Loan Party in a transaction in which provided that such Subsidiary Loan Party is shall be the continuing or surviving corporation, (iiid) any Foreign Subsidiary Loan Party may liquidate be merged or dissolve if such liquidation consolidated with or dissolution is not materially disadvantageous to the Lenders and into any other Foreign Subsidiary, (ive) any Asset Sale of the Equity Interests in AWI or any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) merge with any such merger involving a Person that is not a wholly-owned Loan Party in connection with a Permitted Acquisition provided that, if such Permitted Acquisition involves AWI, AWI shall be the continuing or surviving corporation, (f) any Subsidiary immediately prior to may dissolve, liquidate or wind up its affairs at any time provided that such merger shall dissolution, liquidation or winding up, as applicable, could not be permitted to engage in such merger unless also permitted by Section 6.04 have a Material Adverse Effect, (g) any Loan Party and any Subsidiary may make any Permitted Investments and (Bh) the Borrower and the applicable Subsidiary any Loan Party shall comply with the provisions of Section 5.11 with respect to and any Subsidiary acquired pursuant to this may make any Disposition permitted under Section 6.038.05.
Appears in 2 contracts
Sources: Credit Agreement (Armstrong World Industries Inc), Credit Agreement (Armstrong World Industries Inc)
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the restrictions on Business Acquisitions set forth foregoing), except that, so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom:
(a) any Subsidiary which is not a Loan Party (other than an Excluded Subsidiary) may merge with (i) a Loan Party, provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person;
(b) any Excluded Subsidiary may merge with any other Excluded Subsidiary;
(c) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Loan Party or into the Borrower, provided that in Section 6.04any merger involving the Borrower, the Borrower will notshall be the continuing or surviving Person;
(d) the Loan Parties may consummate the transactions contemplated by the S▇▇▇▇▇▇ Acquisition Agreement; and
(e) in connection with a Permitted Acquisition, and will not permit any Subsidiary (other than an Excluded Subsidiary) of a Loan Party to, may merge with or into or consolidate with any other Person, Person or permit any other Person to merge with or into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of a Loan Party and such Person shall become a Loan Party in accordance with the provisions of Section 6.11 hereof, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto (other than ii) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in such merger to which the Borrower is the surviving corporation, provided, that if such other Person any Loan Party is a Subsidiary Loan Partyparty, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, (iii) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03Person.
Appears in 2 contracts
Sources: Second Lien Credit Agreement (Sequential Brands Group, Inc.), Second Lien Credit Agreement (Sequential Brands Group, Inc.)
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, notwithstanding the restrictions on Business Acquisitions set forth in foregoing provisions of this Section 6.048.04 but subject to the terms of Sections 7.12 and 7.14, (a) the Borrower will notmay merge or consolidate with any of its Subsidiaries provided that the Borrower shall be the continuing or surviving corporation, and will not permit (b) any Subsidiary Loan Party to, other than the Borrower may 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 (Loan Party other than in the case of clause Borrower, (iv) below) no Default shall have occurred and be continuing (ic) any Person Foreign Subsidiary may merge be merged or consolidated with or into the Borrower in a transaction in which the Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which provided that such Subsidiary Loan Party is shall be the continuing or surviving corporation, (iiid) any Foreign Subsidiary may be merged or consolidated with or into any other Foreign Subsidiary, (e) any Domestic Subsidiary which is not a Loan Party may be merged or consolidated with or into a Loan Party, (f) any Subsidiary which is not a Loan Party may dissolve or liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Partyitself; provided that (A) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not dissolution or liquidation, such Subsidiary transfer all of its assets to a Loan Party and (g) any Subsidiary which is created solely to be permitted to engage used as an acquisition vehicle for a specific Acquisition may be merged or consolidated with or into another Person in connection with a Permitted Acquisition; provided that the surviving Person of such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary or consolidation shall become a Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03the terms hereof.
Appears in 2 contracts
Sources: Credit Agreement (Demand Media Inc.), Credit Agreement (Demand Media Inc.)
Fundamental Changes. Without limiting the restrictions on Business Acquisitions set forth in Section 6.04Merge, the Borrower will notamalgamate, and will not permit any Subsidiary Loan Party todissolve, merge into or liquidate, consolidate with any other or into another Person, or permit Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person to merge into or consolidate with it, or liquidate or dissolvePerson, except that, if at so long as no Event of Default exists or would result therefrom:
(i) any Domestic Subsidiary may merge with Holdings or any other U.S. Loan Party (so long as Holdings or such U.S. Loan Party, as the time thereof and immediately after giving effect thereto case may be, shall be the continuing or surviving Person (other than and, so long as in the case of clause any merger involving a Borrower, a Borrower is the surviving Person)); (ii) any Foreign Loan Party may merge or amalgamate with or into any other Foreign Loan Party of the same Group; (iii) any Foreign Subsidiary of Holdings (other than a Foreign Loan Party) may be merged or amalgamated with or into any Domestic Subsidiary or Foreign Subsidiary of Holdings (provided that in the case of any such merger or amalgamation involving a Loan Party, such Loan Party is the surviving Person and, in the case of any such merger or amalgamation involving a Domestic Subsidiary, such Domestic Subsidiary is the surviving Person); and (iv) belowany Subsidiary of Holdings that is not a Loan Party may merge into another Subsidiary of Holdings that is not a Loan Party; provided that, in the case of any of the foregoing clauses, if as a result thereof, Holdings owns, directly or indirectly, less of such Subsidiary’s equity interests than it did prior to the merger, such merger or amalgamation shall also constitute a Disposition subject to Section 7.05 (and must be permitted by any clause thereof other than Section 7.05(g)(A));
(b) no Default a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05 (other than Section 7.05(g)(A)) may be consummated;
(c) any Borrower or any Guarantor may effect any Permitted Acquisition; provided that (i) in any such transaction involving any Borrower, the relevant Borrower shall have occurred be the continuing or surviving Person and (ii) in any such transaction involving a Guarantor, the continuing or surviving Person shall be continuing a Guarantor of the same Group as the relevant Guarantor; and
(i) any Person may merge into the Borrower in Domestic Subsidiary of Holdings (other than a transaction in which the Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party) may Dispose of all or substantially all of its assets (upon voluntary liquidation, it shall have no assets that constitute Senior Collateraldissolution or otherwise) to any wholly-owned Domestic Subsidiary of Holdings, (ii) any Person may merge into a Subsidiary U.S. Loan Party in a transaction in which such Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution or otherwise) to any other U.S. Loan Party is the surviving corporationParty, (iii) any Subsidiary Foreign Loan Party may liquidate Dispose of all or dissolve if such liquidation substantially all of its assets (upon voluntary liquidation, dissolution or dissolution is not materially disadvantageous otherwise) to any other Foreign Loan Party of the Lenders same Group and (iv) any Asset Sale Foreign Subsidiary of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through Holdings (other than a merger, consolidation, liquidation or dissolution of such Subsidiary Foreign Loan Party; provided that ) may Dispose of all or substantially all of its assets (Aupon voluntary liquidation, dissolution or otherwise) to any such merger involving a Person that is not a wholly-owned Foreign Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable of Holdings or Domestic Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03Holdings.
Appears in 2 contracts
Sources: Credit Agreement (ACCO BRANDS Corp), Credit Agreement (ACCO BRANDS Corp)
Fundamental Changes. Without limiting the restrictions on Business Acquisitions set forth in Section 6.04Merge into or amalgamate or consolidate with, the Borrower will not, and will not or permit any Subsidiary Loan Party toof its Material Subsidiaries or Bidco to merge into, merge into amalgamate or consolidate with any other Person, or permit any other Person to merge into or amalgamate or consolidate with it, or liquidate liquidate, dissolve or dissolvebe wound up, except that, if at the time thereof and immediately after giving effect thereto (other than in the case no Default or Event of clause (iv) below) no Default shall have occurred and be continuing continuing, (i) any Person Loan Party may merge into, or amalgamate or consolidate with, or liquidate, dissolve or be wound up into the Borrower in a transaction in which the Borrower is the surviving corporation, provided, that if such any other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a wholly-owned Subsidiary of any Loan Party in a transaction in which such Subsidiary may liquidate, dissolve or be wound up into any Loan Party if such Loan Party determines in good faith that such winding up is in the surviving corporationbest interests of such Loan Party, (iii) any wholly-owned Subsidiary of any Loan Party may liquidate merge into, or dissolve if such liquidation amalgamate or dissolution consolidate with, any Loan Party, so long as the surviving or continuing entity is not materially disadvantageous to the Lenders and a Loan Party; (iv) any Asset Sale of the Equity Interests in Immaterial Subsidiary may merge into or amalgamate or consolidate with, any Subsidiary or liquidate, dissolve or be wound up into any Subsidiary; and (v) any Subsidiary of a Loan Party that is permitted under Section 6.05 not a Loan Party may merge into or amalgamate or consolidate with, or liquidate, dissolve or be effected through wound up into any other Subsidiary of a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person Party that is not a wholly-owned Subsidiary immediately prior to such merger Loan Party. Notwithstanding the foregoing, neither the consummation of the Target Acquisition nor the consummation of any transaction in connection therewith as contemplated by the Acquisition Documents (as may be amended or modified in accordance with Section 6.01(17)(b)) shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions constitute a breach of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.036.02(3).
Appears in 2 contracts
Sources: Credit Agreement (Open Text Corp), Bridge Loan Agreement (Open Text Corp)
Fundamental Changes. Without limiting Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary of the restrictions on Business Acquisitions set forth in Section 6.04Company may merge, amalgamate or consolidate with or liquidate or dissolve into a Loan Party; provided, that, the Borrower will notLoan Party (or if the Company is involved, and will not permit the Company) shall be the continuing or surviving Person;
(b) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party to, may merge or amalgamate with or into or consolidate with any other Person, Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto (other than in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any the Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, (iii) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not or amalgamation shall be a wholly-owned Subsidiary immediately prior to of a Loan Party or shall be the Company and (ii) in the case of any such merger shall not be permitted or amalgamation to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary which any Loan Party shall comply with is a party, such Loan Party (or if the provisions of Section 5.11 with respect to Company is involved, the Company) is the continuing or surviving Person; and
(c) any Subsidiary acquired pursuant that is not a Loan Party may merge into or amalgamate with any other Subsidiary that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and
(d) notwithstanding anything herein to this Section 6.03the contrary, the Loan Parties may liquidate and dissolve Mobile Aquatic Solutions, Inc., an Oklahoma corporation, DEVCO USA, LLC, an Oklahoma limited liability company, and River Consulting, LLC, a Louisiana limited liability company, so long as in each case, the assets of such liquidated or dissolved entities are transferred to another domestic Loan Party.
Appears in 2 contracts
Sources: Credit Agreement (Matrix Service Co), Credit Agreement (Matrix Service Co)
Fundamental Changes. Without limiting the restrictions on Business Acquisitions set forth in Section 6.04Merge, the Borrower will notdissolve, and will not permit any Subsidiary Loan Party toliquidate, merge into or consolidate with any other or into another Person, or permit Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person to merge into or consolidate with it, or liquidate or dissolvePerson, except that, if at the time thereof and immediately after giving effect thereto :
(other than in the case of clause (iva) below) no Default shall have occurred and be continuing any Subsidiary may merge with (i) any Person may merge into the Borrower; provided that the Borrower in a transaction in which shall be the Borrower is the continuing or surviving corporationPerson, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, or (ii) any Person may merge into one or more other Subsidiaries; provided that when any Subsidiary that is a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is merging with another Subsidiary, a Loan Party shall be the continuing or surviving corporation, Person;
(iiib) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Loan Party may merge or consolidate with or into any other Subsidiary immediately prior that is not a Loan Party;
(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to such merger shall not be permitted to engage another Subsidiary; provided that if the transferor in such merger unless also permitted by Section 6.04 and a transaction is a Loan Party, then (Bi) the Borrower transferee must be a Loan Party or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Subsidiary in accordance with Section 7.02 and Section 7.03, respectively;
(d) so long as no Default exists or would result therefrom, any Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the Collateral and Guarantee Requirement and the applicable Subsidiary Loan Party shall comply with the provisions requirements of Section 5.11 with respect to 6.11; and
(e) any Subsidiary acquired pursuant to this Section 6.03Transaction.
Appears in 2 contracts
Sources: Senior Secured Credit Agreement (Global Power Equipment Group Inc.), Senior Secured Credit Agreement (Global Power Equipment Group Inc.)
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, provided, that, so long as no Default would immediately result therefrom:
(a) any Subsidiary may merge with: (i) the restrictions on Business Acquisitions set forth in Section 6.04Borrower, provided, that, the Borrower will notshall be the continuing or surviving Person; or (ii) any one or more other Subsidiaries, and will not permit provided, that, when any Loan Party is merging with another Subsidiary, such Loan Party shall be the continuing or surviving Person;
(b) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution or otherwise) to the Borrower or to another Loan Party;
(c) any Subsidiary that is not a Loan Party may dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation or dissolution) to, : (i) another Subsidiary that is not a Loan Party; or (ii) to a Loan Party;
(d) each of the Borrower and any of its Subsidiaries may merge into or consolidate with any other Person, Person or permit any other Person to merge into or consolidate with it, in each case, in a transaction permitted by Section 7.03 or liquidate Section 7.05 (other than by reference to this Section 7.04 (or dissolveany sub-clause hereof)); provided, except that, if at the time thereof and in each case, immediately after giving effect thereto thereto: (other than i) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into such merger to which the Borrower in is a transaction in which party, the Borrower is the surviving corporationPerson, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, and (ii) in the case of any Person may merge into a Subsidiary such merger to which any Loan Party in (other than the Borrower) is a transaction in which party, such Subsidiary Loan Party is the surviving corporationPerson;
(e) upon notice to the Administrative Agent, (iii) any Subsidiary Loan Party may liquidate merge with or dissolve if such liquidation into a newly-created Subsidiary which is incorporated, formed or dissolution is not materially disadvantageous otherwise organized pursuant to the Lenders and (iv) any Asset Sale laws of the Equity Interests State of Delaware, solely for the purpose of reorganizing the previously existing Subsidiary under the laws of the State of Delaware; provided, that, in each case, if any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior party to such merger is a Guarantor, the surviving Subsidiary shall not be permitted to engage in such merger unless also permitted become a Guarantor if otherwise required by Section 6.04 and 6.13; and
(Bf) the Borrower and the applicable Subsidiary any Loan Party shall comply with (other than the provisions of Section 5.11 with respect to Borrower) or any Subsidiary acquired pursuant to this may split or otherwise divide into two or more Persons; provided, that, in each case, if any such division is of a Guarantor, the Persons resulting from such division shall become Guarantors if otherwise required by Section 6.036.13.
Appears in 2 contracts
Sources: Credit Agreement (SP Plus Corp), Credit Agreement (SP Plus Corp)
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate, with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Delaware LLC Division); provided, that, notwithstanding the restrictions on Business Acquisitions set forth in foregoing provisions of this Section 6.048.04 but subject to the terms of Sections 7.12 and 7.14, (a) the Borrower will notmay merge or consolidate with any of its direct Subsidiaries, and will not permit provided that the Borrower shall be the continuing or surviving entity, (b) any Subsidiary Loan Party to, (other than the Borrower) may merge into or consolidate with any other PersonLoan Party, (c) any Subsidiary that is not a Loan Party may be merged or permit consolidated with or into any Loan Party, provided that such Loan Party shall be the continuing or surviving entity, (d) any Subsidiary that is not a Loan Party may be merged or consolidated with or into any other Person to merge into or consolidate with itdirect Subsidiary of it that is not a Loan Party and (e) any Subsidiary that is not a Loan Party may dissolve, or liquidate or dissolvewind up its affairs at any time provided that such dissolution, except liquidation or winding up could not reasonably be expected to have a Material Adverse Effect and all of its assets and business are transferred to a Loan Party prior to or concurrently with such dissolution, liquidation or winding up; provided, that, if at the time thereof and immediately after giving effect thereto (other than in the case of clause (iva) belowthrough (d) no Default shall have occurred and be continuing above, the merging parties are organized in the same jurisdiction (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporationit being understood that for this purpose, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, (iii) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale States of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may United States shall be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior deemed to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03same jurisdiction as each other).
Appears in 2 contracts
Sources: Credit Agreement (Biocryst Pharmaceuticals Inc), Credit Agreement (Biocryst Pharmaceuticals Inc)
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default has occurred and is continuing or would result therefrom:
(a) any Subsidiary may merge with (i) the restrictions on Business Acquisitions set forth in Section 6.04Borrower, provided that the Borrower will notshall be the continuing or surviving Person, and will not permit or (ii) any one or more other Subsidiaries, provided that when any Loan Party is merging with another Subsidiary, a Loan Party shall be the continuing or surviving Person;
(b) any Guarantor may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party;
(c) any Subsidiary that is not a Loan Party tomay Dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party;
(d) in connection with any acquisition permitted under Section 7.03, any Subsidiary of the Borrower may merge into or consolidate with any other Person, Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving Person;
(e) each of the Borrower and any of its Subsidiaries may merge into or liquidate consolidate with any other Person or dissolvepermit any other Person to merge into or consolidate with it; provided, except thathowever, if at the time thereof and that in each case, immediately after giving effect thereto (other than i) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into such merger to which the Borrower in is a transaction in which party, the Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, corporation and (ii) in the case of any Person may merge into a Subsidiary such merger to which any Loan Party in (other than the Borrower) is a transaction in which party, such Subsidiary Loan Party is the surviving corporation, ; and
(iiif) any Subsidiary Loan Party may liquidate Dispose of all or dissolve substantially all of its assets if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.037.05(f) and Section 7.05(g).
Appears in 2 contracts
Sources: 364 Day Credit Agreement (Cardinal Health Inc), Credit Agreement (Cardinal Health Inc)
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary may merge, dissolve or liquidate into or consolidate with (i) the restrictions on Business Acquisitions set forth in Section 6.04, Borrower; provided that the Borrower will notshall be the continuing or surviving Person, and will or (ii) any one or more other Subsidiaries, provided that when any Loan Party is merging with another Subsidiary, such Loan Party shall be the continuing or surviving Person;
(b) any Loan Party may Dispose of any of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party;
(c) any Subsidiary that is not a Loan Party may dispose any of its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party;
(d) in connection with any Permitted Acquisition, any Subsidiary of the Borrower may merge, dissolve or liquidate into or consolidate with any other Person (other than the Borrower) or permit any other Person (other than the Borrower) to merge, liquidate or dissolve into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger, dissolution, liquidation or consolidation to which any Subsidiary of the Borrower that is a Loan Party tois a party, such Loan Party is the surviving Person; and
(e) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its Subsidiaries may merge into or consolidate with any other Person, Person or permit any other Person to merge into or consolidate with it; provided, or liquidate or dissolvehowever, except thatthat in each case, if at the time thereof and immediately after giving effect thereto (other than i) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into such merger to which the Borrower in is a transaction in which party, the Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, and (ii) in the case of any Person may merge into a Subsidiary such merger to which any Loan Party in (other than the Borrower) is a transaction in which party, such Subsidiary Loan Party is the surviving corporation, (iii) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03Person.
Appears in 2 contracts
Sources: Credit Agreement (Inseego Corp.), Credit Agreement (Inseego Corp.)
Fundamental Changes. Without limiting the restrictions on Business Acquisitions set forth in Section 6.04No Loan Party will, the Borrower nor will not, and will not it permit any Subsidiary Loan Party of it 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 (other than in the case no Event of clause (iv) below) no Default shall have occurred and be continuing or would arise therefrom, (i) any Person Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporationliquidate, provideddissolve, that if such other Person is a Subsidiary Loan Partyconsolidate, it shall have no assets that constitute Senior Collateral, (ii) any Person may or merge into a Subsidiary Loan Party in a transaction in which such Subsidiary a Loan Party is the surviving corporation, (ii) any Subsidiary that is not a Loan Party may liquidate, dissolve, consolidate, or merge into any Subsidiary that is not a Loan Party, (iii) any Subsidiary Loan Party may liquidate merge with or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders into any other Loan Party, and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is Permitted Acquisitions and transactions permitted under Section pursuant to SECTION 6.05 may be effected through consummated in the form of a merger, merger or consolidation, liquidation or dissolution as long as, in the event of such Subsidiary a Permitted Acquisition, a Loan Party; Party is the surviving Person, provided that (A) any such merger or consolidation involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 SECTION 6.04, further provided that any such merger or consolidation involving any Borrower shall not be permitted unless such Borrower or another Borrower is the surviving Person; and (B) further provided that any such merger or consolidation involving Holdings shall not be permitted unless Holdings is the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03surviving Person.
Appears in 2 contracts
Sources: Credit Agreement (Music123, Inc.), Credit Agreement (Music123, Inc.)
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided, however, that, notwithstanding the restrictions on Business Acquisitions set forth in foregoing provisions of this Section 6.04, 7.04 but subject to the Borrower will not, terms of Sections 6.12 and will not permit 6.14
(a) any Subsidiary Loan Party to, may merge into or consolidate with any other PersonLoan Party, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except provided that, if at such transaction involves the time thereof and immediately after giving effect thereto (other than in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in which Borrower, the Borrower is the surviving corporationentity, provided, (b) any Wholly Owned Subsidiary that if such is not a Loan Party may merge or consolidate with any other Person Wholly Owned Subsidiary that is not a Subsidiary Loan Party or a Loan Party, it shall have no assets that constitute Senior Collateralprovided that, (ii) any Person may merge into if such transaction involves a Subsidiary Loan Party in a transaction in which such Subsidiary Party, the Loan Party is the surviving corporationentity, (iiic) any Subsidiary which is not a Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) merge with any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Loan Party in connection with a Disposition permitted under Section 7.05, (d) any Loan Party or any Subsidiary immediately prior to may merge with any Person that is not a Loan Party in connection with a Permitted Acquisition provided that, if such merger transaction involves the Borrower or Guarantor, the Borrower or Guarantor, as applicable shall not be permitted to engage in such merger unless also permitted by Section 6.04 the continuing or surviving corporation, and (Be) the Borrower any Wholly Owned 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 Material Adverse Effect and the applicable Subsidiary all of its assets and business is transferred to a Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03Party.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (Providence Service Corp), Credit and Guaranty Agreement (Providence Service Corp)
Fundamental Changes. Without limiting the restrictions on Business Acquisitions set forth in Section 6.04, the Borrower will not, and will not permit any Subsidiary (a) No Loan Party to, 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 (other than in the case of clause (iv) below) no Default shall have occurred and be continuing that (i) any Person may merge into the Borrower and any Loan Party may engage in any merger in which (A) the Borrower or (B) (except in a transaction in which merger involving the Borrower) such Loan Party other than the Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateralentity, (ii) any Person Loan Party (other than the Borrower) may merge into a Subsidiary any other Loan Party in a transaction in which such Subsidiary Loan Party the surviving entity is the surviving corporationother Loan Party, (iii) any Subsidiary Loan Party Party, other than the Borrower, 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 Lenders, and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party, other than the Borrower, may merge into, or consolidate with, any other Person; provided that (Ai) any such merger involving or consolidation is, or the purpose of which is, an investment or acquisition not prohibited by Section 6.09 or a disposition, sale or other transfer not prohibited by Section 6.05 and (ii) with respect to any merger or consolidation of any Loan Party (other than with respect to a disposition permitted by Section 6.05), the surviving entity is a Loan Party.
(b) No Restricted Subsidiary that is not a Loan Party will merge into or consolidate with any other Person that is not a wholly-owned Restricted Subsidiary, or permit any other Person that is not a Restricted Subsidiary immediately prior to merge into or consolidate with it, unless any such merger shall or consolidation is, or the purpose of which is to effectuate, an investment or acquisition not be permitted to engage in such merger unless also permitted prohibited by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of 6.09 or a disposition, sale or other transfer not prohibited by Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.036.05.
Appears in 2 contracts
Sources: Credit Agreement (Office Depot Inc), Credit Agreement (Office Depot Inc)
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate or amalgamate with or into another Person, including, in each case, pursuant to a Delaware LLC Division (or agree to do any of the restrictions on Business Acquisitions set forth in Section 6.04foregoing), except that, so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom:
(a) any Subsidiary which is not a Loan Party may merge or amalgamate with (i) a Loan Party, provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary, the Borrower will not, and will not permit wholly-owned Subsidiary shall be the continuing or surviving Person;
(b) any Subsidiary which is a Loan Party tomay merge or amalgamate into any Subsidiary which is a Loan Party or into a Borrower, provided that in any merger or amalgamation involving a Borrower, a Borrower shall be the continuing or surviving Person;
(c) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person, Person or permit any other Person to merge with or into or consolidate with it; provided that (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party and such Person shall become a Loan Party in accordance with the provisions of Section 6.11 hereof, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto (other than ii) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in such merger or amalgamation to which the Borrower is the surviving corporation, provided, that if such other Person any Loan Party is a Subsidiary Loan Partyparty, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, Person; and
(iiid) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person CFC that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to may merge into any Subsidiary acquired pursuant to this Section 6.03CFC that is not a Loan Party.
Appears in 2 contracts
Sources: Credit Agreement (Rh), Credit Agreement (Rh)
Fundamental Changes. Without limiting the restrictions on Business Acquisitions set forth in Section 6.04Enter into any merger, the Borrower will not, and will not permit any Subsidiary Loan Party to, merge into consolidation or consolidate with any other Personamalgamation, or permit liquidate, wind up or dissolve itself (or suffer any other Person to merge into liquidation or consolidate with itdissolution), or liquidate Dispose of, all or dissolvesubstantially all of its property or business, except that:
(a) any Restricted Subsidiary may be merged, consolidated or be amalgamated (i) with or into the Borrower (provided that the Borrower shall be the continuing or surviving corporation), (ii) with or into any other Restricted Subsidiary (provided that if at only one party to such transaction is a Secured Guarantor, the time thereof and immediately after giving effect thereto Secured Guarantor shall be the continuing or surviving corporation) or (iii) subject to Section 7.6(g), with or into any other than Group Member; provided, that in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, clauses (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, and (iii) any Subsidiary Domestic Loan Party which holds any material assets, including Intellectual Property, that relates to any Core Business Segment may liquidate only merge, consolidate or dissolve if such be amalgamated with any other Domestic Loan Party;
(b) any Group Member may Dispose of all or substantially all of its assets (upon voluntary liquidation or dissolution is not materially disadvantageous otherwise) to any Loan Party or, subject to Section 7.6(g) (to the Lenders and extent applicable), any other Group Member; provided, that, notwithstanding the foregoing, a Domestic Loan Party which holds any material assets, including Intellectual Property, that relates to any Core Business Segment may only Dispose of all or substantially all of its assets (ivupon voluntary liquidation or otherwise) to a Domestic Loan Party;
(c) any Asset Sale of the Equity Interests in any Restricted Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Loan Party may (i) merge or consolidate with or into any Restricted Subsidiary immediately prior that is not a Loan Party or (ii) dispose of all or substantially all of its assets (including any Disposition that is in the nature of a voluntary liquidation) to such merger shall (x) another Restricted Subsidiary that is not be a Loan Party or (y) to a Loan Party;
(d) the Borrower, and any Restricted Subsidiary may enter into any merger, consolidation or similar transaction with another Person to effect a transaction permitted to engage in such merger unless also permitted by under Section 6.04 7.6 and under this Agreement; provided that either (Bi) the Borrower or any Secured Guarantor is the surviving entity or (ii) if the transaction does not involve the Borrower, the surviving entity (if other than any Secured Guarantor) assumes all the obligations of such Secured Guarantor under the Loan Documents pursuant to agreements reasonably satisfactory to the Administrative Agent and the applicable Subsidiary Loan Party Collateral Agent; and
(e) transactions permitted under Section 7.4 shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03be permitted.
Appears in 2 contracts
Sources: Credit Agreement (LivaNova PLC), Intercreditor Agreement (LivaNova PLC)
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the restrictions on Business Acquisitions set forth in Section 6.04foregoing), except that, so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom:
(a) any Subsidiary which is not a Loan Party may merge with (i) a Loan Party, provided, that, the Borrower will notLoan Party shall be the continuing or surviving Person, and will or (ii) any one or more other Subsidiaries which are not permit Loan Parties, provided, that, when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person;
(b) any Subsidiary which is a Loan Party tomay merge into any Subsidiary which is a Loan Party or into a Borrower, provided, that, in any merger involving a Borrower, such Borrower shall be the continuing or surviving Person;
(c) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge with or into or consolidate with any other Person, Person or permit any other Person to merge with or into or consolidate with it; provided, or liquidate or dissolve, except that, if at (i) the time thereof Person surviving such merger shall be a wholly-owned Subsidiary of a Loan Party and immediately after giving effect thereto such Person shall become a Loan Party in accordance with, and to the extent required by, the provisions of Section 6.12 hereof, and (other than ii) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in such merger to which the Borrower is the surviving corporation, provided, that if such other Person any Loan Party is a Subsidiary Loan Partyparty, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, (iii) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03Person.
Appears in 2 contracts
Sources: Credit Agreement (Lovesac Co), Credit Agreement (Lovesac Co)
Fundamental Changes. Without limiting Merge, dissolve, divide, liquidate, consolidate with or into another Person, (or agree to do any of the restrictions on Business Acquisitions set forth in Section 6.04foregoing), except that, so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom:
(a) any Subsidiary which is not a Loan Party may merge with (i) a Loan Party, provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the Borrower will not, and will not permit wholly-owned Subsidiary shall be the continuing or surviving Person;
(b) any Subsidiary which is a Loan Party tomay merge into any Subsidiary which is a Loan Party or into a Borrower, provided that in any merger involving a Borrower, such Borrower shall be the continuing or surviving Person;
(c) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge with or into or consolidate with any other Person, Person or permit any other Person to merge with or into or consolidate with it; provided, or liquidate or dissolvethat (i) the Person surviving such merger shall be a wholly-owned Subsidiary of a Loan Party and such Person shall become a Loan Party in accordance with the provisions of Section 6.12 hereof, except that, if at the time thereof and immediately after giving effect thereto (other than ii) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in such merger to which the Borrower is the surviving corporation, provided, that if such other Person any Loan Party is a Subsidiary Loan Partyparty, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, Person; and
(iiid) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person CFC that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to may merge into any Subsidiary acquired pursuant to this Section 6.03CFC that is not a Loan Party.
Appears in 2 contracts
Sources: Credit Agreement (Christopher & Banks Corp), Credit Agreement (Christopher & Banks Corp)
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default or Event of Default exists or would result therefrom:
(a) any Subsidiary may merge or consolidate with (i) a Borrower, provided that such Borrower shall be the restrictions on Business Acquisitions set forth continuing or surviving Person, or in Section 6.04the case of a merger or consolidation involving C▇▇▇▇▇▇▇▇, C▇▇▇▇▇▇▇▇ shall be the continuing or surviving Person, or (ii) any one or more Subsidiaries; provided that (A) when any Loan Party is merging with another Subsidiary, such Loan Party shall be the continuing or surviving Person and (B) when Wholly-Owned Subsidiary is merging or consolidating with another Subsidiary, the Borrower will notWholly-Owned Subsidiary shall be the continuing or surviving Person;
(b) any Loan Party (other than C▇▇▇▇▇▇▇▇) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), to another Loan Party, and will not permit any Subsidiary that is not a Loan Party tomay Dispose of all or substantially all of its assets (including any Disposition that is in the nature of a liquidation) to a Loan Party or to a Subsidiary that is not a Loan Party; provided that in the case of a transfer to a non-Loan Party, if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee must also be a Wholly-Owned Subsidiary;
(c) in connection with an Investment pursuant to Section 7.03(f), any Subsidiary of C▇▇▇▇▇▇▇▇ may merge into or consolidate with any other Person, Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be a Wholly-Owned Subsidiary of C▇▇▇▇▇▇▇▇ and (ii) in the case of any such merger to which any Loan Party (other than C▇▇▇▇▇▇▇▇) is a party, such Loan Party shall be the continuing or liquidate surviving Person;
(d) so long as no Default has occurred and is continuing or dissolvewould result therefrom, except thateach of C▇▇▇▇▇▇▇▇ and any of its Subsidiaries may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, if at the time thereof and however, that in each case, immediately after giving effect thereto (other than i) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in such merger to which C▇▇▇▇▇▇▇▇ is a transaction in which the Borrower party, C▇▇▇▇▇▇▇▇ is the surviving corporationPerson, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, and (ii) in the case of any Person may merge into a Subsidiary such merger to which any Loan Party in (other than C▇▇▇▇▇▇▇▇) is a transaction in which party, such Subsidiary Loan Party is the surviving corporationPerson and if either such Person is a Borrower, a Borrower is the surviving Person;
(iiie) any Subsidiary Loan Party of C▇▇▇▇▇▇▇▇ may dissolve or liquidate at any time if C▇▇▇▇▇▇▇▇ determines in good faith that such dissolution or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of so long as the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a relevant Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply complies with the provisions of Section 5.11 with respect to 7.04(b); and
(f) any Subsidiary acquired pursuant to this Section 6.03of C▇▇▇▇▇▇▇▇ may convert its form from a corporation, limited liability company, partnership, association or other entity into a corporation, limited liability company, partnership, association or other entity at any time in C▇▇▇▇▇▇▇▇’▇ sole discretion.
Appears in 2 contracts
Sources: Credit Agreement (Carpenter Technology Corp), Credit Agreement (Carpenter Technology Corp)
Fundamental Changes. Without limiting No Loan Party shall merge, dissolve, liquidate, consolidate with or into another Person, except that:
(a) (i) any Loan Party (other than the restrictions on Business Acquisitions set forth Parent) or any Subsidiary which is a Loan Party may merge or consolidate with or into any other Subsidiary which is a Loan Party, provided that in Section 6.04any merger or consolidation involving the Borrower, the Borrower will notshall be the continuing or surviving Person, and will not permit (ii) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to another Loan Party other than the Parent;
(b) any Loan Party may consummate any of following transactions, provided that such transaction is otherwise permitted as a Permitted Investment, Permitted Acquisition or Permitted Disposition: (i) any Subsidiary which is not a Loan Party tomay merge or consolidate with or into a Loan Party, provided that a Loan Party shall be the continuing or surviving Person and that any Indebtedness incurred as a result of such fundamental change is Permitted Indebtedness, and (ii) so long as no Default exists or would immediately result therefrom, any Loan Party may merge with or into or consolidate with any other Person, Person or permit any other Person to merge with or into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto (other than in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in ; provided that a transaction in which the Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, Person; and
(iiic) any Subsidiary Loan Party Guarantor (other than the Parent) may liquidate or dissolve or change its legal form if the Parent determines in good faith that such liquidation or dissolution action is in the best interests of the Parent and its Subsidiaries and is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03Lenders.
Appears in 2 contracts
Sources: Credit Agreement (Quiksilver Inc), Credit Agreement (Quiksilver Inc)
Fundamental Changes. Without limiting the restrictions on Business Acquisitions set forth in Section 6.04, the Borrower Such Credit Party will not, and will not permit any Subsidiary Loan Party of its Subsidiaries that, individually or in the aggregate, represent all or substantially all of the assets of Parent and its Subsidiaries taken as a whole 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 substantially all of the assets of Parent and its Subsidiaries taken as a whole, 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 (other than in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into (other than the Borrower in a transaction in which the Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, (iiCompany) any Person may merge into a Subsidiary Loan Credit Party in a transaction in which such Subsidiary Loan Credit Party is the surviving corporationentity, (ii) any Person (other than the Company), including any Affiliate, may merge with any Subsidiary of a Credit Party in a transaction in which the surviving entity is a Subsidiary of a Credit Party, (iii) any Subsidiary Loan (other than the Company) of a Credit Party may sell, transfer, lease or otherwise dispose of its assets or stock to a Credit Party or to another Subsidiary of a Credit Party, (iv) any Subsidiary (other than the Company) of a Credit Party may liquidate or dissolve if or any Credit Party or any of its Subsidiaries may sell, transfer, lease or otherwise dispose of any assets if, in each case, such liquidation sale, transfer, lease or dissolution is other disposition does not materially disadvantageous to involve all or substantially all of the Lenders assets of Parent and its Subsidiaries taken as a whole, (v) any Credit Party and any of its Subsidiaries may sell immaterial businesses, including Subsidiaries, in the ordinary course of business and (ivvi) any Asset Sale Subsidiary of a Credit Party formed for the Equity Interests purpose of acquiring a Person or a minority interest in any Subsidiary Loan Party that is permitted under Section 6.05 Person may be effected through a merger, consolidation, liquidation or dissolution of merge into such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03Person.
Appears in 2 contracts
Sources: Term Loan Agreement (Medtronic PLC), Term Loan Agreement (Medtronic PLC)
Fundamental Changes. Without limiting Merge, dissolve, liquidate, divide, consolidate with or into another Person, (or agree to do any of the restrictions on Business Acquisitions set forth in Section 6.04foregoing), except that, so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom:
(a) any Subsidiary which is not a Loan Party (other than the Real Estate SPV Entities) may merge with (i) a Loan Party, provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the Borrower will not, and will not permit wholly-owned Subsidiary shall be the continuing or surviving Person;
(b) any Subsidiary which is a Loan Party tomay merge into any Subsidiary which is a Loan Party or into a Borrower, provided that in any merger involving a Borrower, such Borrower shall be the continuing or surviving Person;
(c) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge with or into or consolidate with any other Person, Person or permit any other Person to merge with or into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of a Loan Party and such Person shall become a Loan Party in accordance with the provisions of Section 6.12 hereof, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto (other than ii) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in such merger to which the Borrower is the surviving corporation, provided, that if such other Person any Loan Party is a Subsidiary Loan Partyparty, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, Person;
(iiid) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person CFC that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party may merge into any CFC that is not a Loan Party; and
(e) any Loan Party which is a limited liability company may divide into two or more limited liability companies so long as each of the resulting Persons shall comply with remain jointly and severally liable for the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03Obligations, and each resulting Person remains and, as applicable, is joined as a Loan Party hereunder.
Appears in 2 contracts
Sources: Credit Agreement (KOHLS Corp), Credit Agreement (KOHLS Corp)
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the restrictions on Business Acquisitions set forth foregoing), except that, so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom:
(a) any Subsidiary which is not a Loan Party may merge with (i) a Loan Party, provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person;
(b) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Loan Party or into the Borrower, provided that in Section 6.04any merger involving the Borrower, the Borrower will notshall be the continuing or surviving Person;
(c) in connection with a Permitted Acquisition, and will not permit any Subsidiary of a Loan Party to, may merge with or into or consolidate with any other Person, Person or permit any other Person to merge with or into or consolidate with it, or liquidate or dissolve, except that, if at ; provided that (i) the time thereof Person surviving such merger shall be a wholly-owned Subsidiary of a Loan Party and immediately after giving effect thereto such Person shall become a Loan Party in accordance with the provisions of Section 6.12 hereof and (other than ii) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in such merger to which the Borrower is the surviving corporation, provided, that if such other Person any Loan Party is a Subsidiary Loan Partyparty, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, Person; and
(iiid) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person CFC that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to may merge into any Subsidiary acquired pursuant to this Section 6.03CFC that is not a Loan Party.
Appears in 2 contracts
Sources: Abl Term Loan Credit Agreement (Sportsman's Warehouse Holdings, Inc.), Abl Term Loan Credit Agreement (Sportsman's Warehouse Holdings, Inc.)
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom and, so long as the restrictions Lien on Business Acquisitions set forth and security interest in such property granted or to be granted in favor of the Administrative Agent under the Collateral Documents shall be maintained or created in accordance with the provisions of Section 6.046.12 and 6.15:
(a) any Subsidiary may merge with (i) the Borrower, provided that the Borrower will notshall be the continuing or surviving Person, and will not permit or (ii) any one or more other Subsidiaries, provided that when any Loan Party is merging with another Subsidiary, such Loan Party shall be the continuing or surviving Person;
(b) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party;
(c) any Subsidiary that is not a Loan Party tomay dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party;
(d) in connection with any acquisition permitted under Section 7.03, any Subsidiary of the Borrower may merge into or consolidate with any other Person, Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be a Wholly-Owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving Person; and
(e) so long as no Default or liquidate Event of Default has occurred and is continuing or dissolvewould result therefrom, except thatany Subsidiary of the Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, if at the time thereof and however, that in each case, immediately after giving effect thereto (other than i) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into such merger to which the Borrower in is a transaction in which party, the Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, corporation and (ii) in the case of any Person may merge into a Subsidiary such merger to which any Loan Party in (other than the Borrower) is a transaction in which party, such Subsidiary Loan Party is the surviving corporation, (iii) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03Person.
Appears in 2 contracts
Sources: Credit Agreement (Salem Communications Corp /De/), Credit Agreement (Salem Communications Corp /De/)
Fundamental Changes. Without limiting the restrictions on Business Acquisitions set forth in Section 6.04, the Borrower will notNo Credit Party shall, and will not permit any Subsidiary Loan no Credit Party to, merge into or consolidate with any other Person, shall suffer or permit any other Person to merge into or of its Restricted Subsidiaries to, merge, consolidate with itor into, or liquidate convey, transfer, lease or dissolveotherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that(1) in connection with Permitted Acquisitions and other Investments permitted hereunder, if at (2) any Subsidiary (including, without limitation, the time thereof and immediately after giving effect thereto Borrowers or any Guarantor other than Parents) may merge or amalgamate with, or dissolve or liquidate into, the Borrowers or any of their Wholly-Owned Subsidiaries which are Domestic Subsidiaries, provided that the Borrowers or such Wholly-Owned Subsidiaries which are Domestic Subsidiaries shall be the continuing or surviving entities, (3) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary, (4) any Non-Credit Party may merge with or dissolve or liquidate into another Non-Credit Party or any Credit Party, (5) any Credit Party (other than in the case of clause (ivParents) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, (iii) any Subsidiary Loan Party may liquidate with or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and liquidate into any other Credit Party (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Partyother than Parents); provided that (A) if any such merger involving Borrower is a Person that is not a wholly-owned Subsidiary immediately prior party to such merger transaction, such Borrower shall not be permitted to engage in the surviving or continuing entity of such merger unless also transaction, and (6) transactions permitted by Section 6.04 Sections 5.2 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 5.4; provided, further, that with respect to clauses (1), (2), (4), and (5) above, (w) if a Parent is a party to such transaction, either the Charah Parent or the Allied Parent shall be the surviving or continuing entity, (x) if a Borrower is a party to such transaction, then a Borrower shall be the surviving or continuing entity and (y) if a Credit Party (other than a Parent or a Borrower) is a party to such transaction, then a Credit Party shall be the surviving or continuing entity. Notwithstanding the foregoing, if any Subsidiary acquired pursuant of the foregoing events in clauses (1) through (6) results in the occurrence of a change described in Section 5.14, then the Borrowers shall provide notice to this the Agent within the time period specified in Section 6.035.14.
Appears in 2 contracts
Sources: Revolving Loan Facility Credit Agreement (Charah Solutions, Inc.), Credit Agreement (Charah Solutions, Inc.)
Fundamental Changes. Without limiting the restrictions on Business Acquisitions set forth Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in Section 6.04one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division), except that, so long as no Default exists or would result therefrom:
(a) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower will not, and will not permit or to another Loan Party;
(b) any Subsidiary that is not a Loan Party tomay dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party;
(c) in connection with any Permitted Acquisition, any Subsidiary of the Borrower may merge into or consolidate with any other Person, Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving Person; and
(d) so long as no Default has occurred and is continuing or liquidate would result therefrom, each of the Borrower and any of its Subsidiaries may merge into or dissolveconsolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, except thathowever, if at the time thereof and that in each case, immediately after giving effect thereto (other than i) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into such merger to which the Borrower in is a transaction in which party, the Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, and (ii) in the case of any Person may merge into a Subsidiary such merger to which any Loan Party in (other than the Borrower) is a transaction in which party, such Subsidiary Loan Party is the surviving corporation, (iii) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03Person.
Appears in 2 contracts
Sources: Credit Agreement (Information Services Group Inc.), Credit Agreement (Information Services Group Inc.)
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the restrictions on Business Acquisitions set forth foregoing) (including, in Section 6.04each case, pursuant to a Division), except that, so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom:
(a) any Subsidiary which is not a Loan Party may merge with (i) a Loan Party, provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the Borrower will not, and will not permit wholly-owned Subsidiary shall be the continuing or surviving Person;
(b) any Subsidiary which is a Loan Party tomay merge into any Subsidiary which is a Loan Party or into a Borrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving Person; and
(c) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge with or into or consolidate with any other Person, Person or permit any other Person to merge with or into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of a Loan Party and such Person shall become a Loan Party in accordance with the provisions of Section 6.11 hereof, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto (other than ii) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in such merger to which the Borrower is the surviving corporation, provided, that if such other Person any Loan Party is a Subsidiary Loan Partyparty, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, (iii) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03Person.
Appears in 2 contracts
Sources: Credit Agreement (Destination Xl Group, Inc.), Credit Agreement (Destination Xl Group, Inc.)
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the restrictions on Business Acquisitions set forth in Section 6.04foregoing), except that, so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom:
(a) any Subsidiary which is not a Loan Party may merge or amalgamate with (i) a Loan Party; provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties; provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the Borrower will not, and will not permit wholly-owned Subsidiary shall be the continuing or surviving Person;
(b) any Subsidiary which is a Loan Party tomay merge into, or amalgamate with, any Subsidiary which is a Loan Party or into a Borrower; provided that in any merger involving a Borrower, such Borrower shall be the continuing or surviving Person;
(c) in connection with a Permitted Acquisition (as defined in the Facility Credit Agreement), an Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person, Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided that (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party and such Person shall become a Loan Party in accordance with the provisions of Section 6.12 of the Facility Credit Agreement, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto (other than ii) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in such merger to which the Borrower is the surviving corporation, provided, that if such other Person any Loan Party is a Subsidiary Loan Partyparty, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, Person; and
(iiid) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to CFC (as defined in the Lenders and (ivFacility Credit Agreement) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply may merge into or amalgamate with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03CFC that is not a Loan Party.
Appears in 2 contracts
Sources: Letter of Credit Agreement, Letter of Credit Agreement (Petsmart Inc)
Fundamental Changes. Without limiting Merge, amalgamate, dissolve, liquidate, divide, consolidate with or into another Person, (or agree to do any of the restrictions foregoing), except that, so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: 21 Effective on Business Acquisitions set forth in Section 6.04the Simon Group Closing Date.
(a) any Subsidiary which is not a Loan Party may merge or amalgamate with (i) a Loan Party, provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary, the Borrower will not, and will not permit wholly-owned Subsidiary shall be the continuing or surviving Person;
(b) any Subsidiary which is a Loan Party tomay merge or amalgamate into any Subsidiary which is a Loan Party or into a Borrower, provided that in any merger or amalgamation involving a Borrower, such Borrower shall be the continuing or surviving Person;
(c) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person, Person or permit any other Person to merge or amalgamate with or into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto (other than in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, (iii) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any the Person surviving or continuing following such merger involving a Person that is not or amalgamation shall be a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary of a Loan Party and such Person shall comply either already be a Loan Party, or shall become a Loan Party in accordance with the provisions of Section 5.11 with respect to 6.12 hereof;
(d) any Subsidiary acquired pursuant to this Section 6.03CFC that is not a Loan Party may merge or amalgamate into any CFC that is not a Loan Party; and
(e) any Loan Party which is a limited liability company may divide into two or more limited liability companies so long as each of the resulting Persons shall remain jointly and severally liable for the Obligations, and each resulting Person remains and, as applicable, is joined as a Loan Party hereunder.
Appears in 1 contract
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the restrictions on Business Acquisitions set forth foregoing) (including, in Section 6.04each case, pursuant to a Division), except that, so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom:
(a) any Subsidiary which is not a Loan Party may merge with (i) a Loan Party, provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the Borrower will not, and will not permit wholly-owned Subsidiary shall be the continuing or surviving Person;
(b) any Subsidiary which is a Loan Party tomay merge into any Subsidiary which is a Loan Party or into a Borrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving Person; and
(c) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge with or into or consolidate with any other Person, Person or permit any other Person to merge with or into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of a Loan Party and such Person shall become a Loan Party in accordance with the provisions of Section 0 hereof, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto (other than ii) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in such merger to which the Borrower is the surviving corporation, provided, that if such other Person any Loan Party is a Subsidiary Loan Partyparty, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, (iii) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03Person.
Appears in 1 contract
Fundamental Changes. Without limiting Except in connection with an Excluded Disposition, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, notwithstanding the restrictions on Business Acquisitions set forth in foregoing provisions of this Section 6.048.04 but subject to the terms of Sections 7.12 and 7.13, (a) the Borrower will notmay merge or consolidate with any of its Subsidiaries provided that the Borrower shall be the continuing or surviving corporation, and will not permit (b) any Subsidiary Loan Party to, other than the Borrower may 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 (Loan Party other than in the case of clause Borrower, (iv) below) no Default shall have occurred and be continuing (ic) any Person may merge into the Borrower in Consolidated Party which is not a transaction in which the Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary may be merged or consolidated with or into any Loan Party is provided that such Loan Party shall be the continuing or surviving corporation, (iiid) any Consolidated Party which is not a Loan Party may be merged or consolidated with or into any other Consolidated Party which is not a Loan Party, (e) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in Borrower may merge with any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be Loan Party in connection with a Disposition permitted to engage in such merger unless also permitted by under Section 6.04 and 8.05, (Bf) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to or any Subsidiary acquired pursuant of the Borrower may merge with any Person other than a Consolidated Party in connection with a Permitted Acquisition provided that, if such transaction involves the Borrower, the Borrower shall be the continuing or surviving corporation and (g) any Wholly Owned Subsidiary of the Borrower 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 this Section 6.03have a Material Adverse Effect.
Appears in 1 contract
Sources: Credit Agreement (Inamed Corp)
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default has occurred and is continuing or would result therefrom:
(a) any Subsidiary may merge with (i) the restrictions on Business Acquisitions set forth in Section 6.04Borrower, provided that the Borrower will notshall be the continuing or surviving Person, and will not permit or (ii) any one or more other Subsidiaries, provided that when any Loan Party is merging with another Subsidiary, a Loan Party shall be the continuing or surviving Person;
(b) any Guarantor may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party;
(c) any Subsidiary that is not a Loan Party tomay Dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party;
(d) in connection with any acquisition permitted under Section 7.03, any Subsidiary of the Borrower may merge into or consolidate with any other Person, Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving Person;
(e) each of the Borrower and any of its Subsidiaries may merge into or liquidate consolidate with any other Person or dissolvepermit any other Person to merge into or consolidate with it; provided, except thathowever, if at the time thereof and that in each case, immediately after giving effect thereto (other than i) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into such merger to which the Borrower in is a transaction in which party, the Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, corporation and (ii) in the case of any Person may merge into a Subsidiary such merger to which any Loan Party in (other than the Borrower) is a transaction in which party, such Subsidiary Loan Party is the surviving corporation, ; and
(iiif) any Subsidiary Loan Party may liquidate Dispose of all or dissolve substantially all of its assets if such liquidation or dissolution Disposition is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03prohibited hereunder.
Appears in 1 contract
Fundamental Changes. Without limiting the restrictions on Business Acquisitions set forth in Section 6.04No Loan Party will, the Borrower nor will not, and will not it permit any Subsidiary Loan Party 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 (other than in the case no Event of clause (iv) below) no Default shall have occurred and be continuing (i) any Person Subsidiary of the Borrower may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateralentity, (ii) any Person Subsidiary of the Borrower may merge into a Subsidiary any Loan Party in a or any other Subsidiary, provided that, with respect to any transaction in which such Subsidiary any Loan Party is merges with another Subsidiary, the surviving corporationentity shall be a Loan Party or shall promptly thereafter become a Loan Party, (iii) any Subsidiary that is not a Loan Party 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 and (iv) in connection with any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is acquisition permitted under Section 6.05 6.04, any Subsidiary of the Borrower may be effected through a mergermerge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (Ax) any in the case of a merger or amalgamation involving the Borrower or another Loan Party, the continuing or surviving Person shall be the Borrower or such merger involving Loan Party (or will become a Loan Party concurrently herewith), as applicable, and (y) the Person that is not a wholly-owned Subsidiary immediately prior to surviving such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) a wholly owned Subsidiary of the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03Borrower.
Appears in 1 contract
Sources: Credit Agreement (TimkenSteel Corp)
Fundamental Changes. Without limiting the restrictions on Business Acquisitions set forth Merge, dissolve, liquidate, consolidate with or into another Person, Dispose of (whether in Section 6.04one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:
(a) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower will not, and will not permit or to another Loan Party;
(b) any Subsidiary that is not a Loan Party tomay dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party; SV\1166258.1
(c) in connection with any Permitted Acquisition, any Subsidiary of the Borrower may merge into or consolidate with any other Person, Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving Person; and
(d) so long as no Default has occurred and is continuing or liquidate would result therefrom, each of the Borrower and any of its Subsidiaries may merge into or dissolveconsolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, except thathowever, if at the time thereof and that in each case, immediately after giving effect thereto (other than i) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into such merger to which the Borrower in is a transaction in which party, the Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, and (ii) in the case of any Person may merge into a Subsidiary such merger to which any Loan Party in (other than the Borrower) is a transaction in which party, such Subsidiary Loan Party is the surviving corporation, (iii) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03Person.
Appears in 1 contract
Sources: Credit Agreement (Calix, Inc)
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided, that, notwithstanding the restrictions on Business Acquisitions set forth foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and 7.14, (a) Parent or any Issuer may merge or consolidate with any Subsidiary that is not an Issuer, provided that Parent or the applicable Issuer shall be the continuing or surviving entity, (b) any Note Party (other than Parent and the Issuers) may merge or consolidate with any other Note Party (other than Parent and the Issuers), (c) any Subsidiary that is not a Note Party may be merged or consolidated with or into any Note Party, provided that the continuing or surviving Person shall be such Note Party or concurrently therewith becomes a Note Party, (d) any Subsidiary that is not a Note Party may be merged or consolidated with or into any other Subsidiary that is not a Note Party, (e) any Subsidiary may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up could not reasonably be expected to have a Material Adverse Effect and all of its assets and business are transferred to a Note Party or, solely in Section 6.04the case of a Subsidiary that is not a Note Party, the Borrower will notanother Subsidiary that is not a Note Party prior to or concurrently with such dissolution, liquidation or winding up, and will not permit (f) in connection with any Permitted Acquisition or other Investment permitted under Section 8.02, Parent or any Subsidiary Loan Party to, of Parent may merge into or consolidate with any other Person, Person or permit any other Person to merge into or consolidate with it, so long as (i) the Person surviving such merger with any Subsidiary shall be a direct or liquidate or dissolveindirect Wholly-Owned Subsidiary of Parent, except that, if at the time thereof and immediately after giving effect thereto (other than ii) in the case of clause any such merger to which Parent or an Issuer is a party, Parent or such Issuer, as applicable, is the surviving Person, and (iviii) belowin the case of any such merger to which a Note Party (other than Parent or an Issuer) is a party, the surviving Person is such Note Party or concurrently therewith becomes a Note Party; provided that in the case of (a) through (d) and (f) above, no entity organized in any political subdivision of the United States may merge or consolidate with and into, or be merged or consolidated with or into, an entity organized in a jurisdiction other than another political subdivision of the United States. 81 \DC - 031561/000013 - 10875187 v5 \DC - 031561/000013 - 10875187 v7 \DC - 031561/000013 - 10875187 v9 8.05 Dispositions. Make any Disposition (which for the avoidance of doubt shall not include any Permitted Transfer) unless (a) the consideration paid in connection therewith shall be at least 75% cash or Cash Equivalents paid contemporaneous with consummation of the transaction and shall be in an amount not less than the fair market value (as reasonably determined by Parent in good faith) of the property disposed of, (b) no Default or Event of Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, (iii) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Subsidiary both immediately prior to and after giving effect to such merger shall Disposition, (c) such transaction does not be permitted to engage involve the sale or other disposition of a minority equity interest in any Subsidiary, (d) such transaction does not involve a sale, transfer, license (other than Permitted License) or other disposition of XHANCE or any rights related thereto in the United States or any state or political subdivision thereof and (e) the aggregate fair market value of all of the assets sold or otherwise disposed of in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply Disposition together with the provisions aggregate fair market value of Section 5.11 with respect to any Subsidiary acquired pursuant to all assets sold or otherwise disposed of by Parent and its Subsidiaries in all such transactions occurring during the term of this Section 6.03Agreement does not exceed $5,000,000.
Appears in 1 contract
Sources: Note Purchase Agreement
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, notwithstanding the restrictions on Business Acquisitions set forth in foregoing provisions of this Section 6.048.04 but subject to the terms of Sections 7.12 and 7.14, (a) the Borrower will notmay merge or consolidate with any of its Subsidiaries provided that the Borrower shall be the continuing or surviving corporation, and will not permit (b) any Subsidiary Loan Party to, other than the Borrower may 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 (Loan Party other than in the case of clause Borrower, (iv) below) no Default shall have occurred and be continuing (ic) any Person Foreign Subsidiary may merge be merged or consolidated with or into the Borrower in a transaction in which the Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which provided that such Subsidiary Loan Party is shall be the continuing or surviving corporation, (iiid) any Foreign Subsidiary may be merged or consolidated with or into any other Foreign Subsidiary, (e) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in Borrower may merge with any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to Loan Party in connection with a Disposition permitted under Section 8.05 or a Permitted Acquisition provided that, if such merger transaction involves the Borrower, the Borrower shall not be permitted to engage in such merger unless also permitted by Section 6.04 the continuing or surviving corporation and (Bg) any Wholly Owned Subsidiary of the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to may dissolve, liquidate or wind up its affairs at any Subsidiary acquired pursuant to this Section 6.03time provided that such dissolution, liquidation or winding up, as applicable, could not have a Material Adverse Effect.
Appears in 1 contract
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the restrictions on Business Acquisitions set forth foregoing) (including, in Section 6.04each case, pursuant to a Division), except that, so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom:
(a) any Subsidiary which is not a Loan Party may merge with (i) a Loan Party, provided, that the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, provided, that when any wholly-owned Subsidiary is merging with another Subsidiary, the Borrower will not, and will not permit wholly-owned Subsidiary shall be the continuing or surviving Person;
(b) any Subsidiary which is a Loan Party tomay merge into any Subsidiary which is a Loan Party or into a Borrower, provided, that in any merger involving a Borrower, a Borrower shall be the continuing or surviving Person;
(c) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge with or into or consolidate with any other Person, Person or permit any other Person to merge with or into or consolidate with it; provided, or liquidate or dissolvethat (i) the Person surviving such merger shall be a wholly-owned Subsidiary of a Loan Party and such Person shall become a Loan Party in accordance with the provisions of Section 6.11 hereof, except that, if at the time thereof and immediately after giving effect thereto (other than ii) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in such merger to which the Borrower is the surviving corporation, provided, that if such other Person any Loan Party is a Subsidiary Loan Partyparty, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, Person; and
(iiid) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person CFC that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to may merge into any Subsidiary acquired pursuant to this Section 6.03CFC that is not a Loan Party.
Appears in 1 contract
Fundamental Changes. Without limiting the restrictions on Business Acquisitions set forth in Section 6.04No Loan Party will, the Borrower nor will not, and will not it permit any Subsidiary Loan Party 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 (other than in the case no Event of clause (iv) below) no Default shall have occurred and be continuing (i) any Person Borrower (other than the Company) or any Subsidiary of a Borrower may merge into the a Borrower in a transaction in which the a Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateralentity, (ii) any Person Loan Party (other than a Borrower) may merge into a Subsidiary any Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporationentity is a Loan Party, (iii) any Subsidiary that is not a 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 and Lenders, (iv) any Asset Sale of non-Loan Party may merge into, or consolidate with, a Loan Party in a transaction in which the Equity Interests in surviving entity is a Loan Party, (v) any non-Loan Party may merge into, or consolidate with, another non-Loan Party and (vi) any Subsidiary Loan Party that is (other than a Borrower) may merge into or consolidate with any Person in a transaction permitted under Section 6.05 may be effected through 6.04 in which the surviving entity is not a merger, consolidation, liquidation or dissolution of such Subsidiary Loan PartySubsidiary; provided that (A) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.036.06.
Appears in 1 contract
Sources: Credit Agreement (Brunswick Corp)
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the restrictions on Business Acquisitions set forth in Section 6.04foregoing), except that, so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom:
(a) any Subsidiary which is not a Loan Party may merge with (i) a Loan Party, provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the Borrower will not, and will not permit wholly-owned Subsidiary shall be the continuing or surviving Person;
(b) any Subsidiary which is a Loan Party tomay merge into any Subsidiary which is a Loan Party or into a Borrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving Person;
(c) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge with or into or consolidate with any other Person, Person or permit any other Person to merge with or into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of a Loan Party and such Person shall become a Loan Party in accordance with the provisions of Section 6.11 hereof, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto (other than ii) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in such merger to which the Borrower is the surviving corporation, provided, that if such other Person any Loan Party is a Subsidiary Loan Partyparty, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, Person; and
(iiid) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person CFC that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to may merge into any Subsidiary acquired pursuant to this Section 6.03CFC that is not a Loan Party.
Appears in 1 contract
Sources: Credit Agreement (Kirkland's, Inc)
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the restrictions on Business Acquisitions set forth foregoing), except that:
(a) any Subsidiary which is not a Loan Party may merge or consolidate with (i) a Loan Party, provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging or consolidating with another Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving Person;
(b) any Subsidiary which is a Loan Party may merge or consolidate into any Subsidiary which is a Loan Party or into the Borrower, provided that in Section 6.04any merger or consolidation involving the Borrower, the Borrower will notshall be the continuing or surviving Person;
(c) in connection with a Permitted Acquisition, and will not permit any Subsidiary of a Loan Party to, may merge with or into or consolidate with any other Person, Person or permit any other Person to merge with or into or consolidate with it, ; provided that (i) the Person surviving such merger or liquidate or dissolve, except thatconsolidation shall be a wholly-owned Subsidiary of a Loan Party and, if at applicable, such Person shall become a Loan Party in accordance with the time thereof provisions of Section 6.12 hereof, and immediately after giving effect thereto (other than ii) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in such merger or consolidation to which the Borrower is the surviving corporation, provided, that if such other Person any Loan Party is a Subsidiary Loan Partyparty, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, Person;
(iiid) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and Permitted Disposition described in clause (ivk) thereof; and
(e) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person CFC that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to may merge into any Subsidiary acquired pursuant to this Section 6.03CFC that is not a Loan Party.
Appears in 1 contract
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, except that, so long as no Event of Default shall have occurred or be continuing, or would result therefrom:
(a) any Subsidiary of a Loan Party may merge or consolidate with or liquidate or dissolve into such Loan Party; provided, that (i) if such Loan Party is a Borrower, a Borrower shall be the restrictions on Business Acquisitions set forth in Section 6.04continuing or surviving Person, (ii) if such Loan Party is not a Mexican Subsidiary, a Loan Party that is not a Mexican Subsidiary shall be the Borrower will notcontinuing or surviving Person, and will not permit (iii) in any other case, a Loan Party shall be the continuing or surviving Person;
(b) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party to, may merge with or into or consolidate with any other Person, Person or permit any other Person to merge with or into or consolidate with it; provided, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto (other than in the case of clause (iv) below) no Default shall have occurred and be continuing that (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, provided, that if such other Person Loan Party is a Subsidiary Loan PartyBorrower, it the Person surviving such merger shall have no assets that constitute Senior Collateralbe a Borrower, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which if such Subsidiary Loan Party is not a Mexican Subsidiary, the Person surviving corporation, (iii) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary merger shall be a Loan Party that is permitted under Section 6.05 not a Mexican Subsidiary, and (iii) in any other case, the Person surviving such merger shall be a Loan Party; and
(c) any Subsidiary that is not a Loan Party may be effected through merge into any other Subsidiary that is not a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) that, when any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger is merging with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03continuing or surviving Person.
Appears in 1 contract
Sources: Credit Agreement (Landec Corp \Ca\)
Fundamental Changes. Without limiting the restrictions on Business Acquisitions set forth in Section 6.04, the No Borrower will not, and nor will not permit any Subsidiary Loan Party of its Material Subsidiaries 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 (other than in the case no Event of clause (iv) below) no Default shall have occurred and be continuing continuing, any Subsidiary (other than a Receivables Subsidiary) (i) any Person may merge into or consolidate with Company in a transaction in which Company is the Borrower surviving corporation, (ii) may merge into or consolidate with any Credit Party in a transaction in which the Borrower is the surviving corporation, provided, that if such other Person entity is a Subsidiary Loan Credit Party, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, (iii) that is not a Credit Party may merge into or consolidate with any Subsidiary Loan that is not a Credit Party or any Person that becomes a Credit Party simultaneously with such merger, (iv) may merge into or consolidate with any other Person that becomes a Credit Party in connection with a Permitted Acquisition, (v) may liquidate or dissolve if Company determines in good faith that such liquidation or dissolution is in the best interests of Company and is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a mergerLenders, consolidationprovided that, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Controlled Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party 8.7. No Unrestricted Entity shall comply enter into any merger or consolidation into or with the provisions Company or any of Section 5.11 its Subsidiaries provided that a Permitted Aerospace JV may merge or consolidate with respect to Company or any Subsidiary acquired pursuant to this Section 6.03in a transaction that is a Permitted Acquisition.
Appears in 1 contract
Sources: Credit Agreement (Ball Corp)
Fundamental Changes. Without limiting the restrictions on Business Acquisitions set forth Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in Section 6.04one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:
(a) each of the Borrower will not, and will not permit any Subsidiary Loan Party to, of its wholly-owned Subsidiaries may merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolvein connection with a Permitted Acquisition, except that, if at the time thereof and immediately after giving effect thereto so long as (other than i) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into such merger to which the Borrower in is a transaction in which party, the Borrower is the surviving corporation, provided, that if corporation and (ii) in the case of any such merger to which any Loan Party (other Person than the Borrower) is a Subsidiary party, such Loan Party shall be the continuing or surviving Person;
(b) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to another Loan Party; CHL:45705.8
(c) any Subsidiary that is not a Loan Party may Dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party provided that in case of clause (ii) such Disposition shall be for no more than the fair market value of such assets;
(d) any wholly-owned Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person, it shall have no assets that constitute Senior Collateral, or (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary one or more other wholly-owned Subsidiaries; provided that when any Loan Party is the surviving corporation, (iii) any merging with another Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to Loan Party such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply be the continuing or surviving Person;
(e) HPTi Merger Sub may merge into HPTi in accordance with the provisions of HPTi Merger Agreement and Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.036.21; and
(f) the H.▇. ▇▇▇▇ Disposition.
Appears in 1 contract
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the restrictions on Business Acquisitions set forth foregoing), except that, so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom:
(a) any Subsidiary which is not a Loan Party (other than an Excluded Subsidiary) may merge with (i) a Loan Party, provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person;
(b) any Excluded Subsidiary may merge with any other Excluded Subsidiary;
(c) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Loan Party or into the Borrower, provided that in Section 6.04any merger involving the Borrower, the Borrower will notshall be the continuing or surviving Person;
(d) the Loan Parties may consummate the transactions contemplated by the MSLO Acquisition Agreement; and
(e) in connection with a Permitted Acquisition, and will not permit any Subsidiary (other than an Excluded Subsidiary) of a Loan Party to, may merge with or into or consolidate with any other Person, Person or permit any other Person to merge with or into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of a Loan Party and such Person shall become a Loan Party in accordance with the provisions of Section 6.11 hereof, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto (other than ii) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in such merger to which the Borrower is the surviving corporation, provided, that if such other Person any Loan Party is a Subsidiary Loan Partyparty, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, (iii) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03Person.
Appears in 1 contract
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, notwithstanding the restrictions on Business Acquisitions set forth in foregoing provisions of this Section 6.048.04 but subject to the terms of Sections 7.12 and 7.14, (a) the Borrower will notCompany may merge or consolidate with any of its Subsidiaries provided that the Company shall be the continuing or surviving Person, and will not permit (b) any Subsidiary Domestic Loan Party to, other than the Company may merge into or consolidate with any other Domestic Loan Party other than the Company, (c) any Foreign Subsidiary may be merged or consolidated with or into any Loan Party provided that such Loan Party shall be the continuing or surviving Person, (d) any Foreign Subsidiary may be merged or permit consolidated with or into 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 (other than in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, provided, Foreign Subsidiary; provided that if any such other Person is a Subsidiary Loan PartyDesignated Borrower, it a Designated Borrower shall have no assets that constitute Senior Collateralbe the continuing or surviving Person, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, (iiie) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in Company may merge with any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Loan Party in connection with a Disposition permitted under Section 8.05 or a Permitted Acquisition provided that, if such transaction involves any Designated Borrower, such Designated Borrower, as applicable, shall be the continuing or surviving Person, (g) any Wholly Owned Subsidiary immediately prior to of the Company (other than any Designated Borrower) may dissolve, liquidate or wind up its affairs at any time provided that such merger shall dissolution, liquidation or winding up, as applicable, could not be permitted to engage in such merger unless also permitted by Section 6.04 have a Material Adverse Effect, and (Bh) FTI US LLC may merge with and into FTI International LLC, with FTI International LLC being the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03continuing or surviving Person.
Appears in 1 contract
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the restrictions on Business Acquisitions set forth in Section 6.04foregoing), except that, so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom:
(a) any Subsidiary which is not a Loan Party may merge with (i) a Loan Party, provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the Borrower will not, and will not permit wholly-owned Subsidiary shall be the continuing or surviving Person;
(b) any Subsidiary which is a Loan Party tomay merge into any Subsidiary which is a Loan Party or into any Borrower, provided that in any merger involving any Borrower, such Borrower shall be the continuing or surviving Person;
(c) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge with or into or consolidate with any other Person, Person or permit any other Person to merge with or into or consolidate with it, or liquidate or dissolve, except that, if at ; provided that (i) the time thereof Person surviving such merger shall be a wholly-owned Subsidiary of a Loan Party and immediately after giving effect thereto (other than ii) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in such merger to which the Borrower is the surviving corporation, provided, that if such other Person any Loan Party is a Subsidiary Loan Partyparty, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, Person; and
(iiid) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person CFC that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to may merge into any Subsidiary acquired pursuant to this Section 6.03CFC that is not a Loan Party.
Appears in 1 contract
Sources: Credit Agreement (Hamilton Beach Brands Holding Co)
Fundamental Changes. Without limiting the restrictions on Business Acquisitions set forth in Section 6.04, the The Borrower will not, and will not permit any Subsidiary Loan Party of its Subsidiaries 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 (other than in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, (ii) any Person Subsidiary may merge into a Subsidiary any Loan Party in a transaction in which such Subsidiary the surviving entity is a Loan Party or any Subsidiary that is the surviving corporationnot a Loan Party may merge into any other Subsidiary that is not a Loan Party, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Loan Party and any Subsidiary that is not a Loan Party may sell, transfer, lease or otherwise dispose of its assets to any other Subsidiary that is not a Loan Party and (iv) 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 and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan PartyLenders; provided that (A) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.036.04.
Appears in 1 contract
Sources: Credit Agreement (Dexcom Inc)
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the restrictions on Business Acquisitions set forth foregoing), except that, so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom:
(i) any Subsidiary which is not a Loan Party may merge with (i) a Loan Party, provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person;
(ii) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Loan Party or into the Borrower, provided that in Section 6.04any merger involving the Borrower, the Borrower will notshall be the continuing or surviving Person;
(iii) in connection with a Permitted Acquisition, and will not permit any Subsidiary of a Loan Party to, may merge with or into or consolidate with any other Person, Person or permit any other Person to merge with or into or consolidate with it, or liquidate or dissolve, except that, if at ; provided that (i) the time thereof Person surviving such merger shall be a wholly-owned Subsidiary of a Loan Party and immediately after giving effect thereto such Person shall become a Loan Party in accordance with the provisions of Section 6.12 hereof and (other than ii) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in such merger to which the Borrower is the surviving corporation, provided, that if such other Person any Loan Party is a Subsidiary Loan Partyparty, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, (iii) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and Person; and
(iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person CFC that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to may merge into any Subsidiary acquired pursuant to this Section 6.03CFC that is not a Loan Party.
Appears in 1 contract
Sources: Credit Agreement (Sportsman's Warehouse Holdings, Inc.)
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided, that, notwithstanding the restrictions on Business Acquisitions set forth in foregoing provisions of this Section 6.047.04 but subject to the terms of Sections 6.13 and 6.14, (a) the Borrower will notmay merge or consolidate with any of its Subsidiaries provided that the Borrower shall be the continuing or surviving corporation, and will not permit (b) any Subsidiary Loan Party to, other than the Borrower may 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 (Loan Party other than in the case of clause Borrower, (iv) below) no Default shall have occurred and be continuing (ic) any Person may merge into the Borrower in Restricted Subsidiary that is not a transaction in which the Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary may be merged or consolidated with or into any Loan Party is provided that such Loan Party shall be the continuing or surviving corporation, (iiid) any Restricted Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Loan Party may be merged or consolidated with or into any other Restricted Subsidiary immediately prior to such merger shall that is not be permitted to engage in such merger unless also permitted by Section 6.04 and a Loan Party, (Be) the Borrower and the applicable any Restricted Subsidiary Loan Party shall comply with the provisions of may engage in a Permitted Transfer, an Investment permitted by Section 5.11 with respect to any Subsidiary acquired pursuant 7.03 or a Restricted Payment permitted by Section 7.06 (in each case other than by reference to this Section 6.037.04 (or any clause hereof)), and (f) any Subsidiary of the Borrower that is not a Loan Party may be dissolved, liquidated or wound up; provided, that, prior to or simultaneously with any such dissolution, liquidation or winding up, all assets of such Subsidiary (other than GDX Automotive SAS, Snappon SA or any other Foreign Subsidiary that is not a Material Foreign Subsidiary) are transferred to a Loan Party or, to the extent required by law or binding contract, a creditor or creditors thereof.
Appears in 1 contract
Sources: Credit Agreement (Aerojet Rocketdyne Holdings, Inc.)
Fundamental Changes. Without limiting the restrictions on Business Acquisitions set forth Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists (with respect to Subsections (a), (c) and (d) of this Section 6.04, 7.04) or would result therefrom (with respect to Subsections (a) through (e) of this Section 7.04):
(a) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower will not, and will not permit or to another Loan Party;
(b) any Subsidiary that is not a Loan Party tomay dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party;
(c) in connection with any Permitted Acquisition, any Subsidiary of the Borrower may merge into or consolidate with any other Person, Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such Loan Party is the surviving Person;
(d) each of the Borrower and any of its Subsidiaries may merge into or liquidate consolidate with any other Person or dissolvepermit any other Person to merge into or consolidate with it; provided, except thathowever, if at the time thereof and that in each case, immediately after giving effect thereto (other than i) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into such merger to which the Borrower in is a transaction in which party, the Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, and (ii) in the case of any Person may merge into a Subsidiary such merger to which any Loan Party in (other than the Borrower) is a transaction in which party, such Subsidiary Loan Party is the surviving corporation, Person; and
(iiie) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 Anue Subsidiaries may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03liquidated.
Appears in 1 contract
Sources: Credit Agreement (Ixia)
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, notwithstanding the restrictions on Business Acquisitions set forth in foregoing provisions of this Section 6.048.04 but subject to the terms of Sections 7.13 and 7.14, (a) the Borrower will notmay merge or consolidate with any of its Subsidiaries provided that the Borrower shall be the continuing or surviving corporation, and will not permit (b) any Subsidiary Loan Party to, other than the Borrower may merge into or consolidate with any other PersonLoan Party or the Borrower, 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 (other than in the case of clause (iv) below) no Default shall have occurred and be continuing (ic) any Person may merge into the Borrower in Consolidated Party which is not a transaction in which the Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary may be merged or consolidated with or into any Loan Party is provided that such Loan Party shall be the continuing or surviving corporation, (iiid) any Consolidated Party which is not a Loan Party may be merged or consolidated with or into any other Consolidated Party which is not a Loan Party, (e) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in Borrower may merge with any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be Loan Party in connection with a Disposition permitted to engage in such merger unless also permitted by under Section 6.04 8.05, and (Bf) any Wholly Owned Subsidiary of the Borrower and the applicable Subsidiary that is not a Loan Party shall comply with the provisions of Section 5.11 with respect 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 any Subsidiary acquired pursuant to this Section 6.03have a Material Adverse Effect.
Appears in 1 contract
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default would result therefrom:
(a) any Subsidiary may merge with (i) the restrictions on Business Acquisitions set forth in Section 6.04Borrower, provided that the Borrower will notshall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Loan Party (other than Holdings) is merging with another Subsidiary, such Loan Party shall be the continuing or surviving Person or the surviving Person shall become a Guarantor contemporaneously with the consummation of such merger and will not permit take or have taken such other action as is necessary or desirable, or as the Administrative Agent may request, to preserve the Liens and continue the perfection thereof with the same priority as granted and provided for in the Collateral Documents;
(b) any Subsidiary that is a Loan Party tomay Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party;
(c) any Subsidiary that is not a Loan Party may dispose of all or substantially all its assets to (i) another Subsidiary which is not a Loan Party or (ii) to a Loan Party for no consideration;
(d) in connection with any Acquisition permitted under Section 7.03, any Subsidiary of the Borrower may merge into or consolidate with any other Person, Person or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at ; provided that (i) the time thereof Person surviving such merger shall be a Wholly-Owned Subsidiary of the Borrower and immediately after giving effect thereto (other than ii) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, (iii) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger or consolidation involving a Subsidiary Guarantor, the Person that is not a wholly-owned Subsidiary immediately prior to surviving such merger or consolidation shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable a Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03Guarantor.
Appears in 1 contract
Fundamental Changes. Without limiting the restrictions on Business Acquisitions set forth in Section 6.04, the Borrower will not, and will not permit any Subsidiary (a) No Loan Party to, will merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolvedissolve (including, in each case, pursuant to a Division), except that, if at the time thereof and immediately after giving effect thereto (other than in the case no Event of clause (iv) below) no Default shall have occurred and be continuing or would arise therefrom, (i) any Person Restricted Subsidiary may liquidate, dissolve, consolidate, or merge into the Borrower (including, in each case, pursuant to a transaction in which the Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, (iiDivision) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary a Loan Party is the surviving corporationcorporation (or, in the case of a Division, the surviving Person, or any division or series thereof, shall be a Restricted Subsidiary and, solely to the extent required under Section 5.12 after giving effect to such transaction, such Person, or such division or series thereof, shall be or become a Loan Party within the period required by Section 5.12), (ii) any Subsidiary that is not a Loan Party may liquidate, dissolve, consolidate, or merge (including, in each case, pursuant to a Division) into any Subsidiary that is not a Loan Party, (iii) any Subsidiary Loan Party may liquidate merge with or dissolve if such liquidation or dissolution is not materially disadvantageous to into any other Loan Party, provided that in any merger involving the Lenders and Lead Borrower, the Lead Borrower shall be the surviving entity, (iv) any Asset Sale the Loan Parties and their Restricted Subsidiaries may dispose of Capital Stock of their respective Restricted Subsidiaries in a transaction permitted by Section 6.05, and (v) Permitted Acquisitions and other Permitted Investments and transactions permitted pursuant to Section 6.05 or 6.04 may be consummated in the Equity Interests form of a merger or consolidation, as long as, in any Subsidiary the event of a Permitted Acquisition, a Loan Party that is permitted under Section 6.05 may be effected through the surviving Person or the surviving Person becomes a merger, consolidation, liquidation or dissolution Loan Party upon consummation of such Subsidiary Loan Party; Permitted Acquisition, provided that (A) any such merger involving a Person that is not a wholly-wholly owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and 6.04.
(Bb) the Borrower and the applicable Subsidiary No Loan Party shall comply with the provisions of Section 5.11 with respect will engage, to any Subsidiary acquired pursuant to this Section 6.03material extent, in any business other than businesses of the type conducted by such Loan Party on the SecondSixth Amendment Effective Date and businesses reasonably related thereto and those supportive, complementary, synergistic or ancillary thereto.
Appears in 1 contract
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom and, so long as the restrictions Lien on Business Acquisitions set forth and security interest in Section 6.04, such property granted or to be granted in favor of the Borrower will not, Administrative Agent under the Collateral Documents shall be maintained or created in accordance with the provisions of Sections 5.12 and will not permit 5.17 (subject to Article VIII):
(a) any Subsidiary may merge with (i) Vonage America, provided that Vonage America shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Loan Party to(other than Holdings) is merging with another Subsidiary that is not a Loan Party, such Loan Party shall be the continuing or surviving Person;
(b) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to Vonage America or to another Loan Party (other than Holdings);
(c) any Subsidiary that is not a Loan Party may dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party;
(d) in connection with any acquisition permitted under Section 6.03, any Subsidiary of any Borrower may merge into or consolidate with any other Person, Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be a Wholly Owned Subsidiary of such Borrower and (ii) in the case of any such merger to which any Loan Party (other than a Borrower) is a party, such Loan Party is the surviving Person; and
(e) so long as no Default has occurred and is continuing or liquidate would result therefrom, any Subsidiary of either Borrower may merge into or dissolveconsolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, except thathowever, if at the time thereof and that in each case, immediately after giving effect thereto (other than i) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the such merger to which any Borrower in is a transaction in which the party, such Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, corporation and (ii) in the case of any Person may merge into a Subsidiary such merger to which any Loan Party in (other than a transaction in which Borrower) is a party, such Subsidiary Loan Party is the surviving corporation, (iii) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03.
Appears in 1 contract
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the restrictions on Business Acquisitions set forth foregoing), except that, so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom:
(a) any Subsidiary which is not a Loan Party (other than an Excluded Subsidiary) may merge with (i) a Loan Party, provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person;
(b) any Excluded Subsidiary may merge with any other Excluded Subsidiary;
(c) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Loan Party or into the Borrower, provided that in Section 6.04any merger involving the Borrower, the Borrower will notshall be the continuing or surviving Person;
(d) [reserved]; and
(e) in connection with a Permitted Acquisition, and will not permit any Subsidiary (other than an Excluded Subsidiary) of a Loan Party to, may merge with or into or consolidate with any other Person, Person or permit any other Person to merge with or into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of a Loan Party and such Person shall become a Loan Party in accordance with the provisions of Section 6.11 hereof, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto (other than ii) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in such merger to which the Borrower is the surviving corporation, provided, that if such other Person any Loan Party is a Subsidiary Loan Partyparty, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, (iii) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03Person.
Appears in 1 contract
Fundamental Changes. Without limiting the restrictions on Business Acquisitions set forth Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in Section 6.04one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, the Borrower will notexcept that, and will not permit so long as no Default exists or would result therefrom:
(a) any Subsidiary may merge with (i) a Borrower, provided that such Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Loan Party tois merging with another Subsidiary, such Loan Party shall be the continuing or surviving Person;
(b) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Borrower or to another Loan Party (other than Holdings);
(c) any Subsidiary that is not a Loan Party may dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party;
(d) the Borrowers and their Subsidiaries may consummate the transactions contemplated by the ProMed Acquisition Agreements;
(e) in connection with any acquisition permitted under Section 7.03, any Subsidiary of any Borrower may merge into or consolidate with any other Person, Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of a Borrower and (ii) in the case of any such merger to which any Loan Party (other than a Borrower) is a party, such Loan Party is the surviving Person; and
(f) so long as no Default has occurred and is continuing or liquidate would result therefrom, any Subsidiary of the Borrowers may merge into or dissolveconsolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, except thathowever, if at the time thereof and that in each case, immediately after giving effect thereto (other than i) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the such merger to which a Borrower in is a transaction in which the party, such Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, corporation and (ii) in the case of any Person may merge into a Subsidiary such merger to which any Loan Party in (other than the Borrowers) is a transaction in which party, such Subsidiary Loan Party is the surviving corporation, (iii) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03.
Appears in 1 contract
Fundamental Changes. Without limiting the restrictions on Business Acquisitions set forth Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in Section 6.04one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, the Borrower will not, and will not permit except that:
(a) any Subsidiary Loan Party to, may merge into or consolidate with any other Personthe Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided that (x) the Borrower shall be the continuing or permit any other surviving Person to merge into and (y) such merger or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto (other than consolidation does not result in the case Borrower ceasing to be organized under the Laws of clause the United States, any state thereof or the District of Columbia; (iv) below) no Default shall have occurred and be continuing b)
(i) any Person Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary of the Borrower in that is not a transaction in which the Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, (ii) any Person Subsidiary may merge or consolidate with or into any other Subsidiary of the Borrower that is a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporationParty, (iii) any Subsidiary merger the sole purpose of which is to reincorporate or reorganize a Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to in another jurisdiction in the Lenders United States shall be permitted and (iv) any Asset Sale Subsidiary may liquidate or dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and its Subsidiaries and is not disadvantageous to the applicable Subsidiary Loan Party shall comply with Lenders in any material respect; provided, in the provisions case of Section 5.11 with respect to any Subsidiary acquired pursuant to clauses (ii) through (iv) of this Section 6.03.paragraph (b), 5339129.14 101
Appears in 1 contract
Sources: Credit Agreement (eHealth, Inc.)
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the restrictions on Business Acquisitions set forth foregoing), except that, so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom:
(a) any Subsidiary which is not a Loan Party (other than an Excluded Subsidiary) may merge with (i) a Loan Party; provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person;
(b) any Excluded Subsidiary may merge with any other Excluded Subsidiary;
(c) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Loan Party or into the Borrower; provided that in Section 6.04any merger involving the Borrower, the Borrower will notshall be the continuing or surviving Person;
(d) [reserved]; and
(e) in connection with a Permitted Acquisition, and will not permit any Subsidiary (other than an Excluded Subsidiary) of a Loan Party to, may merge with or into or consolidate with any other Person, Person or permit any other Person to merge with or into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of a Loan Party and such Person shall become a Loan Party in accordance with the provisions of Section 6.11 hereof, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto (other than ii) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in such merger to which the Borrower is the surviving corporation, provided, that if such other Person any Loan Party is a Subsidiary Loan Partyparty, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, (iii) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03Person.
Appears in 1 contract
Sources: First Lien Credit Agreement (Sequential Brands Group, Inc.)
Fundamental Changes. Without limiting Other than in connection with the restrictions on Business Acquisitions set forth Subject Transactions, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (or permit any Consolidated Party to do so); provided that, notwithstanding the foregoing provisions of this Section 6.048.04 but subject to the terms of Sections 7.13 and 7.14, (a) the Borrower will not, and will not permit any Subsidiary Loan Party to, may 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 (other than in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into its Subsidiaries provided that the Borrower in a transaction in which shall be the Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the continuing or surviving corporation, (iiib) any Loan Party other than the Borrower may merge or consolidate with or transfer or otherwise Dispose of all of its assets to any other Loan Party other than the Borrower, (c) any Consolidated Party which is not a Loan Party may be merged or consolidated with or into or transfer or otherwise Dispose of all of its assets to any Loan Party provided that such Loan Party shall be the continuing or surviving corporation, (d) any Consolidated Party which is not a Loan Party may be merged or consolidated with or into or transfer or otherwise Dispose of all of its assets to any other Consolidated Party which is not a Loan Party, (e) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in Borrower (other than a Prospective BBE) may merge with any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be Loan Party in connection with a Disposition permitted to engage in such merger unless also permitted by under Section 6.04 8.05, and (Bf) any Wholly Owned Subsidiary of the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions (other than a Prospective BBE) 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 Material Adverse Effect or otherwise result in a Default or Event of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03Default hereunder.
Appears in 1 contract
Sources: Bridge Credit Agreement (U S Restaurant Properties Inc)
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, (or (x) agree to do any of the restrictions on Business Acquisitions set forth below unless permitted under any of clauses (a)-(i) below or (y) enter into any agreement to do any of the below unless such agreement is conditioned upon either obtaining the consent of the Administrative Agent and Required Lenders to such transaction or the termination of the Aggregate Commitments and the payment in Section 6.04full of the Obligations upon the occurrence of such fundamental change), except, that, so long as no Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom:
(a) (i)any domestic wholly-owned Subsidiary that is not a Loan Party may merge with a Loan Party, provided, that, the Loan Party shall be the continuing or surviving Person and (ii) any Subsidiary of Lead Borrower will notthat is a Loan Party may merge into any Subsidiary that is a Loan Party or into a Borrower; provided, that, in any merger involving a Borrower, such Borrower shall be the continuing or surviving person, and will not permit any merger involving the Lead Borrower, the Lead Borrower shall be the continuing or surviving Person; 5048719.15048719.6 144
(b) in connection with a Permitted Acquisition, any Restricted Subsidiary (other than a Loan Party to, Party) may merge with or into or consolidate with any other Person, Person or permit any other Person to merge with or into or consolidate with it; provided, or liquidate or dissolve, except that, if at (i) the time thereof Person surviving such merger shall be a Wholly-Owned Subsidiary of a Loan Party and immediately after giving effect thereto (other than ii) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in such merger to which the Borrower is the surviving corporation, provided, that if such other Person any Loan Party is a Subsidiary Loan Partyparty, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, Person;
(iiic) any Subsidiary CFC that is not a Loan Party may liquidate merge into any CFC that is not a Loan Party
(d) any merger the sole purpose of which is to reincorporate or reorganize a Loan Party in another jurisdiction in the United States shall be permitted;
(e) any Loan Party or Restricted Subsidiary (other than the Lead Borrower) may liquidate, wind-up or dissolve if or change its legal form, provided, that, promptly upon the commencement of the winding up, any action to dissolve or change such liquidation Loan Party or dissolution is not materially disadvantageous Restricted Subsidiary, as the case may be, (A) any assets of such Loan Party which constitute Collateral are either (1) transferred to any other Loan Party and are subject to the Lenders valid perfected security interests of Administrative Agent as to any Revolving Loan Priority Collateral and Term Loan Priority Collateral or (2) are subject to a Disposition which is a Permitted Disposition and (ivB) any Asset Sale of the Equity Interests in any Subsidiary such Loan Party that is permitted under a Borrower shall cease to be a Borrower;
(f) so long as no Event of Default exists or would result therefrom, any Loan Party may merge or consolidate with any other Person in order to effect any Permitted Investment (other than clause (j) of the definition of Permitted Investments); provided, that, the continuing or surviving Person shall be a Borrower or a Loan Party (unless such Subsidiary is an Excluded Subsidiary), which shall have complied with the applicable requirements of Section 6.05 may be effected through 6.12;
(g) so long as no Event of Default exists or would result therefrom, a merger, consolidationdissolution, liquidation liquidation, consolidation or dissolution Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05 (other than clause (h) of the definition of Permitted Dispositions); and
(h) any Subsidiary of Lead Borrower that is a Loan Party may liquidate, wind-up or dissolve, provided, that, promptly upon the commencement of the winding up or any action to dissolve such Subsidiary Loan Party; provided that Subsidiary, (A) any assets of such merger involving Subsidiary which constitute Collateral are either (1) transferred to a Person Loan Party and are subject to the valid perfected security interests of Agent as to any Revolving Loan Priority Collateral and Term Loan Priority Collateral or (2) are subject to a Disposition which is a Permitted Disposition, and (3) any such Subsidiary that is not a whollyBorrower shall cease to be a Borrower; and
(i) any Loan Party may change its name (within the meaning of Section 9-owned Subsidiary 503 of the Code), organizational identification number, jurisdiction of organization or organizational identity; provided, that, (a) such Loan Party gives at least 10 days’ prior written notice to Administrative Agent of such change; (b) such jurisdiction of organization shall be within the United States; (c) such organizational identity shall be a corporation, a limited liability company or other identity reasonably acceptable to Administrative Agent; and (d) Administrative Agent 5048719.15048719.6 145 shall have received such agreements, documents and instruments as it shall reasonably request in order to continue the perfection of its security interests and to confirm the continuation of the party being bound to the Loan Documents to which it is a party immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03change.
Appears in 1 contract
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person); provided that, notwithstanding the restrictions on Business Acquisitions set forth in foregoing provisions of this Section 6.048.04 but subject to the terms of Sections 7.12 and 7.14, (a) the Borrower will not, and will not permit any Subsidiary Loan Party to, may merge into or consolidate with or into any other of its Subsidiaries, with or into a Top Tier Guarantor or any Subsidiary of a Top Tier Guarantor; provided that the Borrower shall be the continuing or surviving Person, or permit (b) any Loan Party other Person to than the Borrower may merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto (into any other than in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, (iii) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a mergernot the Borrower, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (Ac) any such merger involving a Person Subsidiary that is not a wholly-owned Loan Party may be merged or consolidated with or into any Loan Party other than the Borrower; provided that such surviving Person is a Loan Party or shall promptly become a Loan Party, (d) any Subsidiary immediately prior to that is not a Loan Party may be merged or consolidated with or into any other Subsidiary that is not a Loan Party and (e) any Subsidiary that is not a Loan Party may dissolve, liquidate or wind up its affairs at any time; provided that such merger dissolution, liquidation or winding up, as applicable, could not have a Material Adverse Effect. It is understood and agreed that this Section 8.04 shall not be permitted to engage prohibit any change in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary ownership of a Loan Party shall comply with or a Subsidiary that is not a Loan Party that does not cause a Change of Control as long as such Person remains a Loan Party, if it was a Loan Party, and all Liens on the provisions assets of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03such Person, if any, remain in full force and effect.
Appears in 1 contract
Fundamental Changes. Without limiting Merge, dissolve, liquidate, amalgamate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided that, notwithstanding the restrictions on Business Acquisitions set forth in foregoing provisions of this Section 6.048.04 but subject to the terms of Sections 7.12 and 7.14, (a) the Parent Borrower may merge or consolidate with any of its Subsidiaries (other than the Canadian Borrower); provided, that, the Parent Borrower will notshall (i) be the continuing or surviving corporation and (ii) only do so with a 144 Domestic Subsidiary, (b) the Canadian Borrower may merge, amalgamate or consolidate with any of its Subsidiaries; provided, that, the Canadian Borrower shall (i) be the continuing or surviving corporation, (ii) only do so with a Loan Party organized under the laws of Canada or a province or territory thereof, and will not permit (iii) deliver a confirmation and acknowledgement and other ancillary documents as reasonably requested by the Administrative Agent confirming that is subject to all of the Obligations hereunder, (c) any Subsidiary Loan Party to(other than any Borrower) may merge, merge into amalgamate or consolidate with any other PersonLoan Party (other than any Borrower); provided, 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 (other than in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, provided, that if such other Person an Unlimited Loan Party is a Subsidiary party thereto then an Unlimited Loan Party, it Party shall have no assets that constitute Senior Collateral, be the continuing or surviving corporation or other legal entity (including by way of amalgamation) and (ii) any Person may merge into a Subsidiary Loan Party in organized under the laws of the United States shall only do so with a transaction in which such Subsidiary Loan Party is organized under the surviving corporationlaws of the United States and a Loan Party organized under the laws of Canada or a province or territory thereof shall only do so with a Loan Party organized under the laws of Canada, the United States or a province, state or territory thereof, (iiid) any Foreign Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Loan Party may be merged, amalgamated or consolidated with or into any Loan Party; provided, that, (i) such Loan Party shall be the continuing or surviving corporation (or other legal entity) and (ii) a Foreign Subsidiary immediately organized under the laws of Canada or a province or territory thereof shall only do so with a Loan Party organized under the laws of Canada or a province or territory thereof, (e) any Foreign Subsidiary that is not a Loan Party may be merged, amalgamated or consolidated with or into any other Foreign Subsidiary that is not a Loan Party; provided, that, a Foreign Subsidiary organized under the laws of Canada or a province or territory thereof shall only do so with a Foreign Subsidiary organized under the laws of Canada or a province or territory thereof, (f) subject to clause (a) and (b) above and provided that the surviving Person is a Loan Party, the Parent Borrower or any Subsidiary of the Parent Borrower may merge or amalgamate with any other Person in connection with a Permitted Acquisition, and (g) any Subsidiary of the Parent Borrower (other than the Canadian Borrower) may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation, or winding up, as applicable, could not have a Material Adverse Effect and provided that the assets of such Subsidiary are transferred to a U.S. Loan Party (if such Subsidiary is a Domestic Subsidiary) or a Loan Party (if such Subsidiary is a Foreign Subsidiary) prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03dissolution, liquidation, or winding up.
Appears in 1 contract
Sources: Credit Agreement (Montrose Environmental Group, Inc.)
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default or Event of Default exists or would result therefrom:
(a) any Subsidiary may merge or consolidate with (i) a Borrower, provided that such Borrower shall be the restrictions on Business Acquisitions set forth continuing or surviving Person, or in Section 6.04the case of a merger or consolidation involving ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ shall be the continuing or surviving Person, or (ii) any one or more Subsidiaries; provided that (A) when any Loan Party is merging with another Subsidiary, such Loan Party shall be the continuing or surviving Person and (B) when Wholly-Owned Subsidiary is merging or consolidating with another Subsidiary, the Borrower will notWholly-Owned Subsidiary shall be the continuing or surviving Person;
(b) any Loan Party (other than ▇▇▇▇▇▇▇▇▇) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), to another Loan Party, and will not permit any Subsidiary that is not a Loan Party tomay Dispose of all or substantially all of its assets (including any Disposition that is in the nature of a liquidation) to a Loan Party or to a Subsidiary that is not a Loan Party; provided that in the case of a transfer to a non-Loan Party, if the transferor in such a transaction is a Wholly-Owned Subsidiary, then the transferee must also be a Wholly-Owned Subsidiary;
(c) in connection with an Investment pursuant to Section 7.03(f), any Subsidiary of ▇▇▇▇▇▇▇▇▇ may merge into or consolidate with any other Person, Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be a Wholly-Owned Subsidiary of ▇▇▇▇▇▇▇▇▇ and (ii) in the case of any such merger to which any Loan Party (other than ▇▇▇▇▇▇▇▇▇) is a party, such Loan Party shall be the continuing or liquidate surviving Person;
(d) so long as no Default has occurred and is continuing or dissolvewould result therefrom, except thateach of ▇▇▇▇▇▇▇▇▇ and any of its Subsidiaries may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, if at the time thereof and however, that in each case, immediately after giving effect thereto (other than i) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in such merger to which ▇▇▇▇▇▇▇▇▇ is a transaction in which the Borrower party, ▇▇▇▇▇▇▇▇▇ is the surviving corporationPerson, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, and (ii) in the case of any Person may merge into a Subsidiary such merger to which any Loan Party in (other than ▇▇▇▇▇▇▇▇▇) is a transaction in which party, such Subsidiary Loan Party is the surviving corporationPerson and if either such Person is a Borrower, a Borrower is the surviving Person;
(iiie) any Subsidiary Loan Party of ▇▇▇▇▇▇▇▇▇ may dissolve or liquidate at any time if ▇▇▇▇▇▇▇▇▇ determines in good faith that such dissolution or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of so long as the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a relevant Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply complies with the provisions of Section 5.11 with respect to 7.04(b); and
(f) any Subsidiary acquired pursuant to this Section 6.03of ▇▇▇▇▇▇▇▇▇ may convert its form from a corporation, limited liability company, partnership, association or other entity into a corporation, limited liability company, partnership, association or other entity at any time in ▇▇▇▇▇▇▇▇▇’▇ sole discretion.
Appears in 1 contract
Fundamental Changes. Without limiting Merge, dissolve, liquidate, amalgamate or consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person; provided, that, notwithstanding the restrictions on Business Acquisitions set forth in foregoing provisions of this Section 6.048.04 but subject to the terms of Sections 7.12 and 7.13, (a) the Parent may merge or consolidate with any of its Subsidiaries (other than a Borrower), provided, that, the Parent shall be the continuing or surviving corporation, (b) any Borrower will notmay merge, and will not permit amalgamate or consolidate with any Subsidiary of its Subsidiaries, provided, that, such Borrower shall be the continuing or surviving corporation, (c) any Loan Party to(other than the Parent or a Borrower) may merge, merge into amalgamate 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 Loan Party (other than in the case of clause Parent or a Borrower), (iv) below) no Default shall have occurred and be continuing (id) any Person Subsidiary that is not a Loan Party may merge be merged or consolidated with or into the Borrower in a transaction in which the Borrower is the surviving corporationany Loan Party, provided, that if that, such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is shall be the continuing or surviving corporation, (iiie) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Loan Party may be merged or consolidated with or into any other Subsidiary immediately that is not a Loan Party and (f) any Subsidiary that is not a Loan Party may dissolve, liquidate or wind up its affairs at any time provided, that, such dissolution, liquidation or winding up could not reasonably be expected to have a Material Adverse Effect and all of its assets and business are transferred to a Loan Party prior to or concurrently with such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03dissolution, liquidation or winding up.
Appears in 1 contract
Fundamental Changes. Without limiting the restrictions on Business Acquisitions set forth in Section 6.04Merge, the Borrower will notDivide, and will not permit dissolve, liquidate, consolidate with or into another Person, except that:
(a) any Subsidiary of the Company may merge or consolidate with or liquidate or dissolve into a Loan Party; provided, that, (i) the Loan Party toshall be the continuing or surviving Person and (ii) in the case of any merger of a Borrower and a Subsidiary Guarantor, such Borrower shall be the continuing or surviving Person;
(b) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge or amalgamate with or into or consolidate with any other Person, Person or permit any other Person to merge with or into or consolidate with it; provided, or liquidate or dissolve, except that, if at (i) the time thereof Person surviving such merger or amalgamation, as applicable, shall be a Subsidiary of a Loan Party and immediately after giving effect thereto (other than ii) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in such merger or amalgamation, as applicable, to which the Borrower is the surviving corporation, provided, that if such other Person any Loan Party is a Subsidiary Loan Partyparty, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, Person; and
(iiic) any Subsidiary that is not a Loan Party may liquidate merge or dissolve if such liquidation or dissolution amalgamate into any other Subsidiary that is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that, when any wholly-owned Subsidiary is merging or amalgamating with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person; and
(Ad) the dissolution or liquidation of any such merger involving a Person Subsidiary that is not a wholly-owned Subsidiary immediately Loan Party, so long as substantially all of its assets are transferred to a Loan Party prior to or concurrently with such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03dissolution or liquidation.
Appears in 1 contract
Sources: Credit Agreement (Vireo Growth Inc.)
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the restrictions on Business Acquisitions set forth foregoing) (including, in Section 6.04each case, pursuant to a Division), except that, so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom:
(a) any Subsidiary which is not a Loan Party may merge with (i) a Loan Party, provided, that the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, provided, that when any wholly-owned Subsidiary is merging with another Subsidiary, the Borrower will not, and will not permit wholly-owned Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary which is a Loan Party tomay merge into any Subsidiary which is a Loan Party or into a Borrower, provided, that in any merger involving a Borrower, a Borrower shall be the continuing or surviving Person; (c) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge with or into or consolidate with any other Person, Person or permit any other Person to merge with or into or consolidate with itit; provided, or liquidate or dissolvethat (i) the Person surviving such merger shall be a wholly-owned Subsidiary of a Loan Party and such Person shall become a Loan Party in accordance with the provisions of Section 6.11 hereof, except that, if at the time thereof and immediately after giving effect thereto (other than ii) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in such merger to which the Borrower is the surviving corporation, provided, that if such other Person any Loan Party is a Subsidiary Loan Partyparty, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, Person; and (iiid) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person CFC that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to may merge into any Subsidiary acquired pursuant to this Section 6.03CFC that is not a Loan Party.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Bed Bath & Beyond, Inc.)
Fundamental Changes. Without limiting Merge, dissolve, liquidate or consolidate with or into another Person, except that (a) the restrictions on Business Acquisitions set forth in Section 6.04BorrowerBGC may merge or consolidate with any of its Subsidiaries (other than SpinCo if it is a Loan Party); provided that the BorrowerBGC shall be the continuing or surviving Person, the Borrower will not, and will not permit (b) any Subsidiary may be merged or consolidated with or into any other Subsidiary; provided that if such merger or consolidation is with respect to a Subsidiary that is a Loan Party, then either such Loan Party toshall be the continuing or surviving Person or such surviving Person shall become a Loan Party promptly after such merger or consolidation, but in any case if SpinCo is a party to such transaction while it is a Loan Party, SpinCo shall be the continuing or surviving Person, (c) the BorrowerBGC or any of its Subsidiaries may 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 (other than in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, (iii) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (Ai) any such merger involving if the BorrowerBGC is a Person that is not a wholly-owned Subsidiary immediately prior party to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 transaction, the BorrowerBGC is the continuing or surviving Person and (Bii) the Borrower and the applicable if such Subsidiary is a Loan Party, then either such Loan Party shall comply with be the provisions of Section 5.11 with respect continuing or surviving Person or such surviving Person shall become a Loan Party promptly after such merger or consolidation, but in any case if SpinCo is a party to such transaction while it is a Loan Party, SpinCo shall be the continuing or surviving Person and (d) any Subsidiary acquired pursuant (other than a Loan Party) 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 this Section 6.03have a Material Adverse Effect.
Appears in 1 contract
Fundamental Changes. Without limiting Merge, liquidate, consolidate with or into another Person, Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that: (a) any Subsidiary may merge with (i) the restrictions on Business Acquisitions set forth in Section 6.04, Borrower; provided that the Borrower will notshall be the continuing or surviving Person, and will or (ii) any one or more other Subsidiaries; provided that when any Loan Party is merging with another Subsidiary that is not permit a Loan Party, such Loan Party shall be the continuing or surviving Person; (b) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party (other than Holdings); (c) any Subsidiary that is not a Loan Party to, may dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party; (d) the Borrower and any of its Subsidiaries may merge into or consolidate with any other Person, Person or permit any other Person to merge into or consolidate with it, in each case to effectuate a Disposition otherwise permitted hereunder or liquidate or dissolvean Investment; provided, except thathowever, if at the time thereof and that in each case, immediately after giving effect thereto (other than i) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into such merger to which the Borrower in is a transaction in which party, the Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, entity and (ii) in the case of any Person may merge into a Subsidiary such merger to which any Loan Party in (other than the Borrower) is a transaction in which party, such Subsidiary Loan Party is the surviving corporation, (iii) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Partyentity; provided that (A) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03.and
Appears in 1 contract
Fundamental Changes. Without limiting the restrictions on Business Acquisitions set forth in Section 6.04(a) No Loan Party will, the Borrower nor will not, and will not it permit any Subsidiary Loan Party 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 (other than in the case no Event of clause (iv) below) no Default shall have occurred and be continuing (i) any Person Borrower (other than the Company) or any Subsidiary of a Borrower may merge into the a Borrower in a transaction in which the a Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateralentity, (ii) any Person Loan Party (other than a Borrower) may merge into a Subsidiary any Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporationentity is a Loan Party, (iii) any Subsidiary that is not a 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 and Lenders, (iv) any Asset Sale of the Equity Interests in any Subsidiary non-Loan Party that may merge into, or consolidate with, a Loan Party in a transaction in which the surviving entity is permitted under Section 6.05 a Loan Party and (v) any non-Loan Party may be effected through a mergermerge into, consolidationor consolidate with, liquidation or dissolution of such Subsidiary another non-Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.036.06.
Appears in 1 contract
Sources: Credit Agreement (Brunswick Corp)
Fundamental Changes. Without limiting the restrictions on Business Acquisitions set forth in Section 6.04No Credit Party will, the Borrower nor will not, and will not it permit any Subsidiary Loan Party to, merge into or merge, dissolve, liquidate, consolidate with any other or into another Person, or permit Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person to merge into or consolidate with it, or liquidate or dissolvePerson, except that, if at the time thereof and immediately after giving effect thereto (other than in the case of clause (iv) below) so long as no Default shall have occurred and be continuing exists or would result therefrom:
(a) any Subsidiary may merge with (i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Credit Party, it provided that a Credit Party shall have no assets that constitute Senior Collateralbe the continuing or surviving Person, or (ii) any Person may merge into one or more other Subsidiaries (other than a Credit Party), provided that when any Wholly-Owned Subsidiary Loan Party in is merging with another Subsidiary, a transaction in which such Wholly-Owned Subsidiary Loan Party is shall be the continuing or surviving corporation, Person;
(iiib) any Subsidiary Loan Party may liquidate Dispose of all or dissolve if such substantially all of its assets (upon voluntary liquidation or dissolution otherwise) to a Credit Party or to another Subsidiary; provided that if the transferor in such a transaction is not materially disadvantageous to a Wholly-Owned Subsidiary, then the Lenders transferee shall either be a Credit Party or another Wholly-Owned Subsidiary and if the transferor is a Credit Party, then the transferee shall be a Credit Party;
(ivc) a Credit Party and its Subsidiaries may make Dispositions permitted by SECTION 6.04;
(d) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 Investment not otherwise prohibited by this Agreement may be effected through structured as a merger, consolidation, liquidation consolidation or dissolution of such Subsidiary Loan Partyamalgamation; provided that and
(Ae) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 the maintenance of its existence and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03good standing.
Appears in 1 contract
Sources: Letter of Credit Facility Agreement (Enstar Group LTD)
Fundamental Changes. Without limiting the restrictions on Business Acquisitions set forth in Section 6.04Merge, the Borrower will notamalgamate, and will not permit any Subsidiary Loan Party todissolve, merge into or liquidate, consolidate with any other or into another Person, or permit Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any other Person to merge into or consolidate with it, or liquidate or dissolvePerson, except that, if at so long as no Event of Default exists or would result therefrom:
(a) (i) any Domestic Subsidiary may merge with Holdings or any other U.S. Loan Party (so long as Holdings or such U.S. Loan Party, as the time thereof and immediately after giving effect thereto case may be, shall be the continuing or surviving Person (other than and, so long as in the case of clause any merger involving a Borrower, a Borrower is the surviving Person)); (ii) any Foreign Loan Party may merge or amalgamate with or into any other Foreign Loan Party of the same Group; (iii) any Foreign Subsidiary of Holdings (other than a Foreign Loan Party) may be merged or 120 amalgamated with or into any Domestic Subsidiary or Foreign Subsidiary of Holdings (provided that in the case of any such merger or amalgamation involving a Loan Party, such Loan Party is the surviving Person and, in the case of any such merger or amalgamation involving a Domestic Subsidiary, such Domestic Subsidiary is the surviving Person); and (iv) belowany Subsidiary of Holdings that is not a Loan Party may merge into another Subsidiary of Holdings that is not a Loan Party; provided that, in the case of any of the foregoing clauses, if as a result thereof, Holdings owns, directly or indirectly, less of such Subsidiary’s equity interests than it did prior to the merger, such merger or amalgamation shall also constitute a Disposition subject to Section 7.05 (and must be permitted by any clause thereof other than Section 7.05(g)(A));
(b) no Default a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05 (other than Section 7.05(g)(A)) may be consummated;
(c) any Borrower or any Guarantor may effect any Permitted Acquisition; provided that (i) in any such transaction involving any Borrower, the relevant Borrower shall have occurred be the continuing or surviving Person and (ii) in any such transaction involving a Guarantor, the continuing or surviving Person shall be continuing a Guarantor of the same Group as the relevant Guarantor; and
(d) (i) any Person may merge into the Borrower in Domestic Subsidiary of Holdings (other than a transaction in which the Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party) may Dispose of all or substantially all of its assets (upon voluntary liquidation, it shall have no assets that constitute Senior Collateraldissolution or otherwise) to any wholly-owned Domestic Subsidiary of Holdings, (ii) any Person may merge into a Subsidiary U.S. Loan Party in a transaction in which such Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution or otherwise) to any other U.S. Loan Party is the surviving corporationParty, (iii) any Subsidiary Foreign Loan Party may liquidate Dispose of all or dissolve if such liquidation substantially all of its assets (upon voluntary liquidation, dissolution or dissolution is not materially disadvantageous otherwise) to any other Foreign Loan Party of the Lenders same Group and (iv) any Asset Sale Foreign Subsidiary of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through Holdings (other than a merger, consolidation, liquidation or dissolution of such Subsidiary Foreign Loan Party; provided that ) may Dispose of all or substantially all of its assets (Aupon voluntary liquidation, dissolution or otherwise) to any such merger involving a Person that is not a wholly-owned Foreign Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable of Holdings or Domestic Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03Holdings.
Appears in 1 contract
Sources: Credit Agreement (ACCO BRANDS Corp)
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the restrictions on Business Acquisitions set forth foregoing), except that, so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom:
(a) any Subsidiary which is not a Loan Party (other than an Excluded Subsidiary) may merge with (i) a Loan Party, provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person;
(b) any Excluded Subsidiary may merge with any other Excluded Subsidiary;
(c) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Loan Party or into the Borrower, provided that in Section 6.04any merger involving the Borrower, the Borrower will notshall be the continuing or surviving Person;
(d) the Loan Parties may consummate the transactions contemplated by the Merger Agreement; and
(e) in connection with a Permitted Acquisition, and will not permit any Subsidiary (other than an Excluded Subsidiary) of a Loan Party to, may merge with or into or consolidate with any other Person, Person or permit any other Person to merge with or into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of a Loan Party and such Person shall become a Loan Party in accordance with the provisions of Section 6.11 hereof, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto (other than ii) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in such merger to which the Borrower is the surviving corporation, provided, that if such other Person any Loan Party is a Subsidiary Loan Partyparty, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, (iii) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03Person.
Appears in 1 contract
Sources: Second Lien Credit Agreement (Sequential Brands Group, Inc.)
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:
(a) any Subsidiary may merge, dissolve or liquidate into or consolidate with (i) the restrictions on Business Acquisitions set forth in Section 6.04, Borrower; provided that the Borrower will notshall be the continuing or surviving Person, and will or (ii) any one or more other Subsidiaries, provided that when any Loan Party is merging with another Subsidiary, such Loan Party shall be the continuing or surviving Person;
(b) any Loan Party may Dispose of any of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party;
(c) any Subsidiary that is not a Loan Party may dispose any of its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party;
(d) in connection with any Permitted Acquisition, any Subsidiary of the Borrower may merge, dissolve or liquidate into or consolidate with any other Person (other than the Borrower) or permit any other Person (other than the Borrower) to merge, liquidate or dissolve into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger, dissolution, liquidation or consolidation to which any Subsidiary of the Borrower that is a Loan Party tois a party, such Loan Party is the surviving Person; and
(e) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its Subsidiaries may merge into or consolidate with any other Person, Person or permit any other Person to merge into or consolidate with it; provided, or liquidate or dissolvehowever, except thatthat in each case, if at the time thereof and immediately after giving effect thereto (other than i) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into such merger or consolidation to which the Borrower in is a transaction in which party, the Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, and (ii) in the case of any Person may merge into a Subsidiary such merger or consolidation to which any Loan Party in (other than the Borrower) is a transaction in which party, such Subsidiary Loan Party is the surviving corporation, (iii) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03Person.
Appears in 1 contract
Sources: Credit Agreement (NantHealth, Inc.)
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the restrictions on Business Acquisitions set forth in Section 6.04foregoing), the Borrower will notexcept that, so long as no Default or Event of Default shall have occurred and will not permit be continuing prior to or immediately after giving effect to any action described below or would result therefrom:
(a) any Subsidiary which is not a Loan Party tomay merge with (i) a Loan Party, provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, a wholly-owned Subsidiary shall be the continuing or surviving Person;
(b) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Loan Party or into a Borrower, provided that in any merger involving a Borrower, such Borrower shall be the continuing or surviving Person;
(c) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge with or into or consolidate with any other Person, Person or permit any other Person to merge with or into or consolidate with it, or liquidate or dissolve, except that, if at ; provided that (i) the time thereof Person surviving such merger shall be a wholly-owned Subsidiary of a Loan Party and immediately after giving effect thereto (other than ii) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into the Borrower in a transaction in such merger to which the Borrower is the surviving corporation, provided, that if such other Person any Loan Party is a Subsidiary Loan Partyparty, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, Person; and
(iiid) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person CFC that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to may merge into any Subsidiary acquired pursuant to this Section 6.03CFC that is not a Loan Party.
Appears in 1 contract
Fundamental Changes. Without limiting the restrictions on Business Acquisitions set forth in Section 6.04Merge into, the Borrower will notdivide, and will not permit any Subsidiary Loan Party toconsolidate or amalgamate with, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate dispose of (whether in one transaction or dissolvein a series of transactions) all or substantially all of its property, assets or business (whether now owned or hereafter acquired) except that, if at the time thereof and immediately after giving effect thereto (other than in the case no Event of clause (iv) below) no Default shall have has occurred and be is continuing or would result therefrom: (ia) the merger, consolidation or amalgamation of any Person may merge Restricted Subsidiary into (or with) the Borrower in a transaction in which the Borrower is the surviving corporationsurvivor; (b) the merger, provided, that if such consolidation or amalgamation of any Restricted Subsidiary into or with any other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, (ii) any Person may merge into a Subsidiary Loan Party in a transaction in which such Subsidiary Loan Party is the surviving corporation, (iii) any Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution resulting entity is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that and, in the case of each of the foregoing clauses (Aa) and (b), no Person other than the Borrower or another Loan Party receives any such merger involving a Person consideration; (c)
(i) the merger, consolidation or amalgamation of any Restricted Subsidiary that is not a whollyLoan Party into or with any other Restricted Subsidiary that is not a Loan Party or (ii) the disposition from any Restricted Subsidiary that is not a Loan Party of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding-owned up or otherwise) to any other Restricted Subsidiary immediately prior to such merger shall that is not be permitted to engage in such merger unless also permitted by Section 6.04 and a Loan Party; (Bd) any transfer of inventory among the Borrower and its Restricted Subsidiaries or between Restricted Subsidiaries and any other transfer of property or assets among the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03.Borrower and its 125 US-DOCS\146702970.▇▇▇▇▇▇▇▇▇▇.7
Appears in 1 contract
Sources: Credit Agreement (Tutor Perini Corp)
Fundamental Changes. Without limiting Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom on a Pro Forma Basis:
(a) any Subsidiary may merge with (i) the restrictions on Business Acquisitions set forth in Section 6.04Borrower, provided that the Borrower will notshall be the continuing or surviving Person, and will not permit or (ii) any one or more other Subsidiaries, provided that when any Loan Party is merging with another Subsidiary, such Loan Party shall be the continuing or surviving Person;
(b) any Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party (other than Holdings);
(c) any Subsidiary that is not a Loan Party tomay dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to any other Subsidiary;
(d) in connection with any Acquisition permitted under Section 7.03, any Subsidiary of the Borrower may merge into or consolidate with any other Person, Person or permit any other Person to merge into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned Subsidiary of the Borrower and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person;
(e) so long as no Default has occurred and is continuing or liquidate would result therefrom, each of the Borrower and any of its Subsidiaries may merge into or dissolveconsolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, except thathowever, if at the time thereof and that in each case, immediately after giving effect thereto (other than i) in the case of clause (iv) below) no Default shall have occurred and be continuing (i) any Person may merge into such merger to which the Borrower in is a transaction in which party, the Borrower is the surviving corporation, provided, that if such other Person is a Subsidiary Loan Party, it shall have no assets that constitute Senior Collateral, corporation and (ii) in the case of any Person may merge into a Subsidiary such merger to which any Loan Party in (other than the Borrower) is a transaction in which party, such Subsidiary Loan Party is the surviving corporation, ; and
(iiif) any Non-Operating Subsidiary Loan Party may liquidate or dissolve if such liquidation or dissolution is not materially disadvantageous to the Lenders and (iv) any Asset Sale of the Equity Interests in any Subsidiary Loan Party that is permitted under Section 6.05 may be effected through dissolved or liquidated so long as such dissolution or liquidation would not reasonably be expected to result in a merger, consolidation, liquidation or dissolution of such Subsidiary Loan Party; provided that (A) any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted to engage in such merger unless also permitted by Section 6.04 and (B) the Borrower and the applicable Subsidiary Loan Party shall comply with the provisions of Section 5.11 with respect to any Subsidiary acquired pursuant to this Section 6.03Material Adverse Effect.
Appears in 1 contract
Sources: Credit Agreement (Cenveo, Inc)