Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the foregoing) (including, in each 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 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, 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 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, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; and (d) any CFC that is not a Loan Party may merge into any CFC 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. Merge, amalgamate, Divide, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the foregoing) (including, in each 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 exists or would result therefrom:
: (a) any Subsidiary which is not a Loan Party of the Company may merge merge, amalgamate or consolidate with (i) or liquidate or dissolve into a Loan Party; provided, provided that that, the Loan Party (or if the Company is involved, the Company) 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 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 or amalgamate with or into or consolidate with any other Person or permit any other Person to merge or amalgamate with or into or consolidate with it; provided that provided, that, (i) the Person surviving such merger or amalgamation shall be a wholly-owned Subsidiary of a Loan Party and such Person or shall become a Loan Party in accordance with be the provisions of Section 6.11 hereof, Company and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party (or if the Company is involved, the Company) is the continuing or surviving Person; and
and (dc) any CFC Subsidiary that is not a Loan Party may merge into or amalgamate with any CFC 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 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 such liquidated or dissolved entities are transferred to another 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. Merge, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the foregoing) (including, in each 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 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 provided, that when any wholly-owned wholly‑owned Subsidiary is merging with another Subsidiary, the wholly-owned wholly‑owned Subsidiary shall be the continuing or surviving Person;Person;
(b) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Loan Party or into a Borrower, provided provided, that in any merger involving a Borrower, a Borrower shall be the continuing or surviving Person;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 or permit any other Person to merge with or into or consolidate with it; provided it; provided, that (i) the Person surviving such merger shall be a wholly-owned 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, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; Person; and
(d) any CFC that is not a Loan Party may merge into any CFC 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. Merge, dissolve, liquidate, consolidate or amalgamate with or into another Person, (or agree to do any of the foregoing) (including, in each 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 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 wholly-owned Subsidiary shall be the continuing or surviving Person;
(b) any Subsidiary which is a Loan Party may 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 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, and (ii) in the case of any such merger or amalgamation to which any Loan Party is a party, such Loan Party is the surviving Person; and
(d) any CFC that is not a Loan Party may merge into any CFC 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. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (including, in each case, pursuant to a Division)Person, 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 exists or would result therefrom:
(a) any Subsidiary which is not a Loan Party may merge with with, or be liquidated, wound up or dissolved into (i) a Loan Partythe Borrower, provided that the Loan Party Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan PartiesSubsidiaries, provided that when any wholly-owned Subsidiary Loan Party is merging with another SubsidiarySubsidiary that is not a Loan Party, the wholly-owned Subsidiary such Loan Party shall be the continuing or surviving Person;
(b) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party or into a Borrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving PersonParty;
(c) in connection with a Permitted Acquisition, any Subsidiary of 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; and
(d) any Subsidiary of the Borrower may merge with or into or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it; provided provided, except in the case of a Disposition of a Subsidiary otherwise permitted by Section 6.04, that (i) the Person surviving such merger shall be a wholly-wholly owned Subsidiary of the Borrower; provided, however, that in each case, immediately after giving effect thereto, (x) in the case of any such merger to which the Borrower is a Loan Party and such Person shall become a Loan Party in accordance with party, the provisions of Section 6.11 hereofBorrower is the surviving corporation, and (iiy) 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) any CFC that is not a Loan Party may merge into any CFC that is not a Loan Partycorporation.
Appears in 4 contracts
Sources: Credit Agreement (Tupperware Brands Corp), Credit Agreement (Tupperware Brands Corp), Credit Agreement (Tupperware Brands Corp)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) Person (including, in each 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 exists or would result therefrom:
(a) subject to Section 7.04(e), any Subsidiary which is not a Loan Party (other than the Foreign Borrower) may merge with (i) a Loan Party, 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 is merging with another Subsidiary, such Loan Party shall be the continuing or surviving Person, Person or the continuing or surviving Person shall thereupon become a Loan Party and (iiy) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Domestic Subsidiary is merging with another Subsidiary, the wholly-owned such Domestic Subsidiary shall be the continuing or surviving Person;
(b) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Domestic Borrower or to another Loan Party or into a Borrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving PersonParty;
(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 a Permitted Acquisitionany acquisition permitted under Section 7.03, any Subsidiary of a Loan Party the Domestic Borrower may merge with or into or consolidate with any other 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 wholly‑owned Subsidiary of a 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 and (other than the Foreign Borrower) is a party, such Person shall become a Loan Party is the surviving Person; and
(e) so long as no Default has occurred and is continuing or would result therefrom, any Subsidiary of the Domestic Borrower may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, however, that in accordance with each case, immediately after giving effect thereto (i) in the provisions case of Section 6.11 hereofany such merger to which the Foreign Borrower is a party, the Foreign Borrower is the surviving corporation and (ii) 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
(d) any CFC that is not a Loan Party may merge into any CFC that is not a Loan Partycorporation.
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. Merge, dissolve, liquidate, consolidate with or into another Person, Person (or agree to do any of the foregoing) (including, in each case, pursuant to a Division), except that, so long as no Default or Event of Default shall have occurred and be continuing prior to to, or immediately after giving effect to 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 Wholly Owned Subsidiary is merging with another Subsidiary, the wholly-owned Wholly Owned Subsidiary shall be the continuing or surviving Person;
(b) any Loan Party or any Subsidiary which is a Loan Party may merge with or into any other Subsidiary which is a Loan Party or into a BorrowerParty, provided that in any merger involving a Borrower, a 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 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, the Person surviving such merger shall be a wholly-owned 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, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; and
(d) any CFC that is not a Loan Party may merge into any CFC 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. Merge, dissolve, liquidate, liquidate or consolidate with or into another Person, (or agree to do any of the foregoing) (including, in each 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:
that (a) the Borrower may merge or consolidate with any of its Subsidiaries; provided that the Borrower shall be the continuing or surviving Person, (b) any Subsidiary which may be merged or consolidated with or into any other Subsidiary; provided that if such merger or consolidation is not with respect to a Loan Party may merge with (i) Subsidiary that is a Loan Party, provided that the then either such Loan Party shall be the continuing or surviving Person or such surviving Person shall become a Loan Party promptly after such merger or consolidation, (c) the Borrower or any of its Subsidiaries may merge or consolidate with any other Person; provided that (i) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving Person and (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned if such Subsidiary is merging with another Subsidiarya Loan Party, the wholly-owned Subsidiary then either such Loan Party 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, 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 or permit any other Person to merge with or into or consolidate with it; provided that (i) the Person such 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, and (ii) in the case of any promptly after such merger to which any Loan Party is a party, such Loan Party is the surviving Person; and
or consolidation and (d) any CFC that is not a Loan Party may merge into any CFC that is not Subsidiary (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 have a Material Adverse Effect.
Appears in 3 contracts
Sources: Term Loan Credit Agreement (BGC Partners, Inc.), Revolving Credit Agreement (BGC Partners, Inc.), Credit Agreement (BGC Partners, Inc.)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (including, in each case, pursuant to a Division)Person, 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 exists or would result therefrom:
(a) any Subsidiary which is not a Loan Party may merge with (i) a Loan Party, the Borrower; provided that the Loan Party Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan PartiesSubsidiaries, provided that when any wholly-owned Subsidiary Loan Party (other than Holdings) is merging with another Subsidiary, the wholly-owned Subsidiary such Loan Party shall be the continuing or surviving Person;
(b) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party or into a Borrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving Person(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 (other than Holdings);
(d) in connection with a any Permitted Acquisition, any Subsidiary of a Loan Party the Borrower may merge with or into or consolidate with any other 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, Borrower and (ii) in the case of any such merger to which any Loan Party (other than Holdings) is a party, such Loan Party is the surviving Person;
(e) each 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, however, that in each case, immediately after giving effect thereto (i) in the case of any such merger to which the Borrower is a party, the Borrower is the surviving Person and (ii) in the case of any such merger to which any Loan Party (other than Holdings or the Borrower) is a party, such Loan Party is the surviving Person;
(f) the Borrower and its Subsidiaries may make Dispositions permitted by Section 7.05 (other than solely in reliance on clause (d) thereof);
(g) any Investment permitted by Section 7.03(g) or (k) may be structured as a merger, consolidation or amalgamation; and
(dh) any CFC that is not Subsidiary (other than a Loan Party Borrower) may merge into any CFC that is not a Loan Partydissolve, 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 the maintenance of its existence and good standing.
Appears in 3 contracts
Sources: Amended and Restated Credit Agreement (Digital Turbine, Inc.), Credit Agreement (Digital Turbine, Inc.), Credit Agreement (Digital Turbine, Inc.)
Fundamental Changes. Merge, dissolve, liquidate, liquidate or consolidate with or into another Person, (or agree to do any of the foregoing) (including, in each case, pursuant to a Division), except ; provided that, so long as no Default or Event notwithstanding the foregoing provisions of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom:
this Section 8.04, (a) any Subsidiary which is not a Loan Party the Borrower may merge or consolidate with (i) a Loan Party, any of its Subsidiaries provided that the Borrower shall be the continuing or surviving corporation, (b) any Loan Party other than the Borrower may merge or consolidate with any other Loan Party other than the Borrower, (c) any Subsidiary may be merged or consolidated with or into any Loan Party provided that such Loan Party shall be the continuing or surviving Personcorporation, or (iid) any one Foreign Subsidiary may be merged 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 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 consolidated with or into any other Foreign Subsidiary, (e) the Borrower or any of its Subsidiaries may merge or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it; provided that (i) if the Person Borrower is a party to such transaction, the Borrower is the continuing or 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, corporation and (ii) in the case of any such merger to which any if a Loan Party other than the Borrower is a partyparty to such transaction, (x) such Loan Party is the continuing or surviving Person; and
corporation or (dy) any CFC that is not the surviving corporation becomes a Loan Party immediately upon the effectiveness of such transaction, and (f) any Subsidiary may merge into dissolve, liquidate or wind up its affairs at any CFC time provided that is such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Loan PartyMaterial Adverse Effect.
Appears in 3 contracts
Sources: Credit Agreement (Joy Global Inc), Credit Agreement (Joy Global Inc), Credit Agreement (Joy Global Inc)
Fundamental Changes. Merge(a) The Borrower will not, dissolveand will not permit any of its Subsidiaries to, liquidatemerge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or into another Personsell, lease, transfer or otherwise dispose of (in a single transaction or agree to do any a series of the foregoingtransactions) all or substantially all of its assets (including, in each case, pursuant to a Division)whether now owned or hereafter acquired) (except as permitted by Section 7.6) or all or substantially all of the Capital Stock of any of its Subsidiaries (in each case, except thatwhether now owned or hereafter acquired) or liquidate or dissolve; provided that if, so long as at the time thereof and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing prior continuing, (i) the Borrower or any Subsidiary may merge with a Person if the Borrower (or such Subsidiary if the Borrower is not a party to or immediately after giving effect to any action described below or would result therefrom:
such merger) is the surviving Person, (aii) any Subsidiary which is not a Loan Party may merge with (i) into another Subsidiary, provided that if any party to such merger is a Subsidiary Loan Party, provided that the Subsidiary Loan Party shall be the continuing or surviving Person, or (iiiii) any one Subsidiary may sell, transfer, lease or more other Subsidiaries which are not otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan PartiesParty, provided and (iv) any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that when any wholly-owned Subsidiary such liquidation or dissolution is merging with another Subsidiary, in the wholly-owned Subsidiary shall be best interests of the continuing or surviving Person;Borrower.
(b) The Borrower will not, and will not permit any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Loan Party or into a Borrowerof its Subsidiaries to, provided that engage in any merger involving a Borrower, a Borrower shall be the continuing or surviving Person;
(c) in connection with business other than a Permitted Acquisition, any Subsidiary of a Loan Party may merge with or into or consolidate with any other 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, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; and
(d) any CFC that is not a Loan Party may merge into any CFC that is not a Loan PartyBusiness.
Appears in 3 contracts
Sources: Credit Agreement (BioScrip, Inc.), Priming Credit Agreement (BioScrip, Inc.), Credit Agreement (BioScrip, Inc.)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one (1) transaction or agree to do any in a series of the foregoingtransactions) all or substantially all of its assets (including, in each case, pursuant to a Division), except that, so long as no Default whether now owned or Event of Default shall have occurred and be continuing prior hereafter acquired) to or immediately after giving effect to in favor of any action described below or would result therefromPerson:
(a) any Subsidiary which is not a Loan Party may merge with (i) a Loan Partyany of the Borrowers, provided that the Loan Party such Borrower shall be the continuing or surviving Person, or (ii) any one (1) or more other Subsidiaries which are not Loan PartiesSubsidiaries, provided that when any wholly-owned Subsidiary Loan Party is merging with another Subsidiary, the wholly-owned Subsidiary such Loan Party shall be the continuing or surviving Person;
(bi) any Subsidiary which is a domestic Loan Party may merge into Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to another domestic Loan Party, (ii) any Subsidiary which is a foreign Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to any domestic Loan Party or into a Borrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving Personother foreign Loan Party;
(c) any Non-Guarantor Subsidiary may Dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Non-Guarantor Subsidiary or (ii) to a Loan Party;
(d) in connection with a Permitted Acquisitionany acquisition permitted under Section 7.03, any Subsidiary of a Loan Party any Borrower may merge with or into or consolidate with any other 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, Borrower and (ii) in the case of any such merger to which any Loan Party (other than the Borrowers) is a party, such Loan Party is the surviving Person;
(e) Dispositions permitted by Section 7.05 and Restricted Payments permitted by Section 7.06; and
(df) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrowers and any CFC that is not a Loan Party of its Subsidiaries may merge into or consolidate with any CFC other Person or permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately after giving effect thereto (i) in the case of any such merger to which the such Borrower is not a party, such Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan PartyParty (other than the Borrowers) is a party, such Loan Party is the surviving corporation.
Appears in 3 contracts
Sources: Credit Agreement (Ichor Holdings, Ltd.), Credit Agreement (Ichor Holdings, Ltd.), Credit Agreement (Ichor Holdings, Ltd.)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (including, in each case, pursuant to a Division)Person, 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 exists or would result therefrom:
(a) any Subsidiary which is not a Loan Party or Controlled JV Subsidiary may merge with (i) a Loan Partythe Borrower, provided that the Loan Party Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Partiesor Controlled JV Subsidiaries, provided that when any wholly-owned Subsidiary is merging with another a Controlled JV Subsidiary, the wholly-owned such Subsidiary shall be the continuing or surviving Person;
(b) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party or into a Borrower, provided that in any merger involving a Borrower, a Borrower shall be (other than the continuing or surviving PersonParent);
(c) in connection with a Permitted Acquisition, any Subsidiary of or Controlled JV Subsidiary that is not a Loan Party may merge with dispose of all or into or consolidate with substantially all its assets (including any other Person or permit any other Person Disposition that is in the nature of a liquidation) to merge with or into or consolidate with it; provided that (i) the Person surviving such merger shall be a wholly-owned another Subsidiary of or Controlled JV Subsidiary that is not a Loan Party and such Person shall become or (ii) to a Loan Party in accordance with Party; and
(d) any Investment, hotel property or other asset owned by a Subsidiary or JV Subsidiary, or the provisions direct or indirect Equity Interests of Section 6.11 hereofany Subsidiary or JV Subsidiary, and may be Disposed of; provided, however, that (iix) in the case of any such merger to or consolidation in which any Loan Party the Parent or the Borrower is a party, such Loan Party is the Parent or Borrower, as the case may be, shall be the surviving Person; and
entity, and (db) any CFC that is not a Loan Party may merge into any CFC that is not a Loan Partyin no event shall Parent or Borrower dissolve or liquidate or Dispose of all or substantially all of its assets.
Appears in 3 contracts
Sources: Credit Agreement (Ashford Hospitality Prime, Inc.), Credit Agreement (Ashford Hospitality Prime, Inc.), Credit Agreement (Ashford Hospitality Prime, Inc.)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the foregoing) (including, in each 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 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 the Borrower, provided that in any merger involving a the Borrower, a the 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 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, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; and
(d) any CFC that is not a Loan Party may merge into any CFC that is not a Loan Party.
Appears in 3 contracts
Sources: Credit Agreement (Citi Trends Inc), Credit Agreement (Citi Trends Inc), Credit Agreement (Citi Trends Inc)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of related transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (including, in each case, pursuant to a Division)Person, 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 exists or would result therefrom:
(a) any Subsidiary which is not a Loan Party may merge with (i) a Loan PartyBorrower, provided that the Loan Party Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan PartiesSubsidiaries, provided that when any wholly-owned Subsidiary Loan Party is merging with another Subsidiary, the wholly-owned Subsidiary Loan Party shall be the continuing or surviving Person;
(b) any Subsidiary which may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a Loan Party may merge into any Subsidiary which is Party, then the transferee must either be Borrower or a Loan Party or into a Borrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving PersonParty;
(c) in connection with a Permitted Acquisitionso long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any Subsidiary of a Loan Party its Subsidiaries may merge with or into or (other than in the case of any Loan Party) consolidate with with, any other Person or permit any other Person to merge with or into or (other than in the case of any Loan Party) consolidate with it; provided provided, however, 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, and (ii) each case after giving effect thereto in the case of any such merger to which any a Loan Party is a party, such Loan Party is the surviving Personcorporation; and
(d) any CFC that Subsidiary of the Borrower may liquidate, sell, transfer or lease or otherwise dispose of all or substantially all of its assets so long as no Default has occurred and is continuing or would result therefrom and such assets do not constitute Collateral or all or substantially all of the assets of Borrower and its Subsidiaries, taken as a Loan Party may merge into any CFC that is not a Loan Partywhole.
Appears in 2 contracts
Sources: Credit Agreement (Gen Probe Inc), Credit Agreement (Gen Probe Inc)
Fundamental Changes. MergeNo Loan Party shall merge, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the foregoing) (including, in each 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) (i) any Loan Party (other than the 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 any merger or consolidation involving the Borrower, the Borrower shall be the continuing or surviving Person, and (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 may merge or consolidate with (i) or into a Loan Party, provided that the a Loan Party shall be the continuing or surviving PersonPerson and that any Indebtedness incurred as a result of such fundamental change is Permitted Indebtedness, or and (ii) any one so long as no Default exists 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 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 Acquisitionwould immediately result therefrom, any Subsidiary of a Loan Party may merge with or into or consolidate with any other 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, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; and
(dc) any CFC Guarantor (other than the Parent) may liquidate or dissolve or change its legal form if the Parent determines in good faith that such action is in the best interests of the Parent and its Subsidiaries and is not a Loan Party may merge into any CFC that is not a Loan Partymaterially disadvantageous to the Lenders.
Appears in 2 contracts
Sources: Credit Agreement (Quiksilver Inc), Credit Agreement (Quiksilver Inc)
Fundamental Changes. MergeSuch Credit Party will not, dissolveand will not permit any of its Subsidiaries that, liquidateindividually 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 or into another 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 agree to do any in a series of transactions) all or substantially all of the foregoing) (includingassets of Parent and its Subsidiaries taken as a whole, in each case, pursuant to a Division)whether now owned or hereafter acquired, or liquidate or dissolve, except that, so long as if at the time thereof and immediately after giving effect thereto 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) any Person (other than the Company) may merge into a Loan PartyCredit Party in a transaction in which such Credit Party is the surviving entity, provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or more Person (other Subsidiaries which are not Loan Partiesthan the Company), provided that when including any wholly-owned Subsidiary is merging with another SubsidiaryAffiliate, 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 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 Credit Party may merge with or into or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it; provided that (i) in a transaction in which the Person surviving such merger shall be entity is a wholly-owned Subsidiary of a Loan Credit Party, (iii) any Subsidiary (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 or any Credit Party or any of its Subsidiaries may sell, transfer, lease or otherwise dispose of any assets if, in each case, such sale, transfer, lease or other disposition does not involve all or substantially all of the assets of Parent and its Subsidiaries taken as a whole, (v) any Credit Party and such Person shall become a Loan Party any of its Subsidiaries may sell immaterial businesses, including Subsidiaries, in accordance with the provisions ordinary course of Section 6.11 hereof, business and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; and
(dvi) any CFC that is not Subsidiary of a Loan Credit Party formed for the purpose of acquiring a Person or a minority interest in any Person may merge into any CFC that is not a Loan Partysuch Person.
Appears in 2 contracts
Sources: Term Loan Agreement (Medtronic PLC), Term Loan Agreement (Medtronic PLC)
Fundamental Changes. Merge, dissolve, liquidate, liquidate or consolidate with or into another Person, (or agree to do any of the foregoing) (including, in each case, pursuant to a Division), except that, 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 exists or would result therefrom:
, (a) any Subsidiary which is not a Loan Party the Borrower 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 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 or permit any other Person to merge with or into or consolidate with it; of its Subsidiaries provided that (i) the Borrower is the continuing or surviving Person and (ii) such Subsidiary is not an MPT Operator, (b) any Subsidiary may merge or consolidate with any other Subsidiary provided that (i) if a Loan Party is a party to such transaction, the continuing or surviving such merger shall be a wholly-owned Subsidiary of Person is a Loan Party and such Person shall become a Loan Party in accordance with the provisions of Section 6.11 hereof, and (ii) in no member of the case MPT Group shall merge or consolidate with any Subsidiary that is a member of any the Primary Group unless, subject to Section 8.16(c), (e) and (f) such merger or consolidation is pursuant to which a “Property Substitution” under Article XXXIV of the MPT Master Lease, (c) subject to clause (a) above, the Borrower or any Subsidiary may merge with any other Person in connection with a Permitted Acquisition provided that if the Borrower or another Loan Party is a party, party thereto then the Borrower or such Loan Party is the continuing or surviving Person; and
Person and (d) any CFC Subsidiary may dissolve, liquidate or wind up its affairs at any time; provided that is such dissolution, liquidation or winding up, as applicable, (i) could not reasonably be expected to have a Loan Party may merge into Material Adverse Effect, (ii) would not result in any CFC property that is not a Loan Partyconstitutes MPT Senior Collateral being distributed or otherwise transferred to any member of the Primary Group, and (iii) no Event of Default exists immediately prior to such dissolution, liquidation or winding up, as applicable, or would result therefrom.
Appears in 2 contracts
Sources: Credit Agreement (Adeptus Health Inc.), Credit Agreement (Adeptus Health Inc.)
Fundamental Changes. Merge, amalgamate, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (including, in each case, pursuant to a Division)Person, 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 exists or would result therefrom:
(ai) any Domestic Subsidiary which is not a Loan Party may merge with Holdings or any other U.S. Loan Party (i) a so long as Holdings or such U.S. Loan Party, provided that as the Loan Party case may be, shall be the continuing or surviving PersonPerson (and, 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, so long as in 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 a Borrower, provided that in case of any merger involving a Borrower, a Borrower shall be is the continuing or surviving Person;
)); (cii) in connection with a Permitted Acquisition, any Subsidiary of a Foreign Loan Party may merge or amalgamate with or into or consolidate with any other Person Foreign Loan Party of the same Group; (iii) any Foreign Subsidiary of Holdings (other than a Foreign Loan Party) may be merged or permit any other Person to merge amalgamated with or into any Domestic Subsidiary or consolidate with it; Foreign Subsidiary of Holdings (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, and (ii) in the case of any such merger to which any or amalgamation involving a Loan Party is a partyParty, 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
and (div) any CFC Subsidiary of Holdings that is not a Loan Party may merge into any CFC 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) 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 be the continuing or surviving Person and (ii) in any such transaction involving a Guarantor, the continuing or surviving Person shall be a Guarantor of the same Group as the relevant Guarantor; and
(i) any Domestic Subsidiary of Holdings (other than a Loan Party) may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution or otherwise) to any wholly-owned Domestic Subsidiary of Holdings, (ii) any U.S. Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution or otherwise) to any other U.S. Loan Party, (iii) any Foreign Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution or otherwise) to any other Foreign Loan Party of the same Group and (iv) any Foreign Subsidiary of Holdings (other than a Foreign Loan Party) may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution or otherwise) to any wholly-owned Foreign Subsidiary of Holdings or Domestic Subsidiary of Holdings.
Appears in 2 contracts
Sources: Credit Agreement (ACCO BRANDS Corp), Credit Agreement (ACCO BRANDS Corp)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (including, in each case, pursuant to a Division)Person, 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 at the time of any action described below or would result therefrom:
(a) any Subsidiary which is not a Loan Party Guarantor may merge with (i) a Loan Partythe Borrower, provided that the Loan Party Borrower 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 PersonGuarantors;
(b) any Subsidiary which is a Guarantor may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party may 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 PersonParty;
(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 Borrower and its Subsidiaries may consummate the Acquisition;
(e) in connection with a any Permitted Acquisition, any Subsidiary of a Loan Party the Borrower may merge with or into or consolidate with any other Person or permit any other Person (other than the Borrower) 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 Party;
(f) Dispositions expressly permitted by Section 6.11 hereof, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person7.05 may be consummated; and
(dg) any CFC that is not a Loan Party Restricted Payment expressly permitted by Section 7.06 may merge into any CFC that is not a Loan Partybe consummated.
Appears in 2 contracts
Sources: Credit Agreement (NOODLES & Co), Credit Agreement (NOODLES & Co)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (including, in each case, pursuant to a Division)Person, 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 exists or would result therefrom:
(a) any Subsidiary which is not a Loan Party may merge with (i) a Loan Partyany Borrower or Holdings, provided that the Loan Party applicable Borrower or Holdings, as applicable, shall be the continuing or surviving Person, Person or (ii) any one or more other Subsidiaries which are not Loan PartiesSubsidiaries, provided that when any wholly-owned Subsidiary Loan Party is merging with another Subsidiaryany Subsidiary that is not a Loan Party, the wholly-owned Subsidiary such Loan Party shall be the continuing or surviving Person;
(b) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Lead Borrower or to another Loan Party or into a Borrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving PersonParty;
(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 a Permitted Acquisitionany acquisition permitted under Section 7.03, any Subsidiary of a Loan Party Holdings (subject to clause 7.04(e) below) may merge with or into or consolidate with any other 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 Holdings (unless both parties to such Person shall become a Loan Party in accordance with merger were not wholly owned prior to the provisions of Section 6.11 hereof, 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 would result therefrom, any 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, however, that in each case, immediately after giving effect thereto (i) in the case of any such merger to which the Lead Borrower is a party, the Lead Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Lead Borrower) is a party, such Loan Party is the surviving corporation;
(f) any merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05; and
(dg) the Loan Parties and their respective Subsidiaries may consummate the 2019 Corporate Restructuring Transactions. For the avoidance of doubt, the Lead Borrower shall always survive any CFC that such merger to which the Lead Borrower is not a Loan Party may merge into any CFC that is not a Loan Partyparty.
Appears in 2 contracts
Sources: Credit Agreement (Novanta Inc), Credit Agreement (Novanta Inc)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (including, in each case, pursuant to a Division)Person, 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 of the Borrower may merge with (i) a Loan Party, the Borrower; provided that the Loan Party Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Partiesof the Borrower, provided that when any wholly-owned Subsidiary Loan Party is merging with another SubsidiarySubsidiary of the Borrower, the wholly-owned Subsidiary a Loan Party shall be the continuing or surviving Person;
(b) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, or otherwise) to the Borrower or to another Loan Party or into a Borrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving PersonParty;
(c) in connection with a Permitted Acquisition, any Subsidiary of 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) so long as no Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05, may be consummated; and
(e) in connection with any Permitted Acquisition or other applicable Investment permitted by Section 7.03, the Borrower or any Subsidiary of the Borrower may merge with or into or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it; provided that (i) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving 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, and (ii) in if the case of any Borrower is not a party to such merger to which any Loan Party transaction and a Guarantor is a partyparty to such transaction, such Loan Party a Guarantor is the surviving Person; and
(d) any CFC that is not a Loan Party may merge into any CFC that is not a Loan Party.
Appears in 2 contracts
Sources: Credit Agreement (Comscore, Inc.), Credit Agreement (Comscore, Inc.)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (including, in each case, pursuant to a Division)Person, except that, so long as no Default or Event exists (with respect to Subsections (a), (c) and (d) of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below this Section 7.04) or would result therefrom:therefrom (with respect to Subsections (a) through (e) of this Section 7.04):
(a) any Subsidiary which is not a Loan Party may merge with Dispose of all or substantially all of its assets (iupon voluntary liquidation or otherwise) a to the Borrower or to another 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 that is not a Loan Party may merge into dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary which that is not a Loan Party or into (ii) to a Borrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving PersonLoan Party;
(c) in connection with a any Permitted Acquisition, any Subsidiary of a Loan Party the Borrower may merge with or into or consolidate with any other 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, 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 consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, however (i) no Event of Default, or in the case of a merger or consolidation between and among any of Borrower’s Subsidiaries, no Default, shall have occurred and be continuing or result therefrom and (ii) in each case, immediately after giving effect thereto (A) in the case of any such merger to which the Borrower is a party, the Borrower is the surviving Person and (B) 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
(de) any CFC that is not a Loan Party the Inactive Subsidiaries may merge into any CFC that is not a Loan Partybe liquidated.
Appears in 2 contracts
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (including, in each case, pursuant to a Division), except Person; provided that, so long as no Default or Event notwithstanding the foregoing provisions of Default shall have occurred this Section 8.04 but subject to the terms of Sections 7.12 and be continuing prior to or immediately after giving effect to any action described below or would result therefrom:
7.14, (a) any Subsidiary which is not a Loan Party the Borrower may merge or consolidate with (i) a Loan Party, any of its Subsidiaries provided that the Borrower shall be the continuing or surviving corporation, (b) any Loan Party other than the Borrower may merge or consolidate with any other Loan Party other than the Borrower, (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 Personcorporation, or (iid) any one Foreign Subsidiary may be merged or more consolidated with or into any other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Foreign Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person;
(be) any Subsidiary which may merge with any Person that is not a Loan Party may merge into any Subsidiary which is in connection with a Loan Party Disposition permitted under Section 8.05 or into a Permitted Acquisition provided that, if such transaction involves the Borrower, provided that in any merger involving a Borrower, a the 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 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 hereofcorporation, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; and
(dg) any CFC Wholly Owned Subsidiary may dissolve, liquidate or wind up its affairs at any time provided that is such dissolution, liquidation or winding up, as applicable, could not have a Loan Party may merge into any CFC that is not a Loan PartyMaterial Adverse Effect.
Appears in 2 contracts
Sources: Credit Agreement (School Specialty Inc), Credit Agreement (School Specialty Inc)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (including, in each case, pursuant to a Division)Person, 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, the Borrower; provided that the Loan Party Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, Subsidiaries; provided that when any wholly-owned Subsidiary that is a Loan Party is merging with another Subsidiary, the wholly-owned Subsidiary a Loan Party 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, 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 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, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; and
(d) any CFC that is not a Loan Party may merge or consolidate with or into any CFC other Subsidiary 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 another Subsidiary; provided that if the transferor in such a transaction is a Loan Party, then (i) the 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 requirements of Section 6.11; and
(e) any Subsidiary Transaction.
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. MergeNo Loan Party will, nor will it permit any Subsidiary to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (including, in each case, pursuant to a Division)Person, 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 exists or would result therefrom:
(a) any Subsidiary which is not a Loan Party may merge with (i) a Loan Party, provided that the a Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not (other than a Loan PartiesParty), provided that when any whollyWholly-owned Owned Subsidiary is merging with another Subsidiary, the whollya Wholly-owned Owned Subsidiary shall be the continuing or surviving Person;
(b) any Subsidiary which is a Loan Party may merge into any Subsidiary which is Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Party or into a Borrower, to another Subsidiary; provided that if the transferor in any merger involving such a Borrowertransaction is a Wholly-Owned Subsidiary, then the transferee shall either be a Borrower Loan Party or another Wholly-Owned Subsidiary and if the transferor is a Loan Party, then the transferee shall be the continuing or surviving Persona Loan Party;
(c) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge with or into or consolidate with any other 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, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; andits Subsidiaries may make Dispositions permitted by SECTION 7.04;
(d) any CFC that is Investment not otherwise prohibited by this Agreement may be structured as a Loan Party merger, consolidation or amalgamation; and
(e) any Subsidiary may merge into any CFC that is not a Loan Partydissolve, 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 the maintenance of its existence and good standing.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Enstar Group LTD), Revolving Credit Agreement
Fundamental Changes. MergeExcept in connection with the Foreign Restructuring, dissolveno Group Member shall (a) merge, consolidate or amalgamate with any Person, (b) liquidate, consolidate wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its property or business, (c) acquire all or substantially all of the Stock or Stock Equivalents of any Person or (d) acquire all or substantially all of the assets of any Person or all or substantially all of the assets constituting any line of business, division, branch, operating division, brand or other unit operation of any Person, in each case except for the following: (x) to consummate any Permitted Acquisition, (y) the merger, consolidation, amalgamation or in connection with the liquidation of any Subsidiary of the Borrower that is a Loan Party with or into another Person, (any Loan Party or agree to do any of the foregoing) (including, in each 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 that 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 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 Subsidiary and (z) the merger, consolidation or permit amalgamation of any Group Member (other Person to merge with than Holdings) for the sole purpose of changing its State or into or consolidate with itform of organization; provided provided, however, 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, and (iiA) in the case of any such merger to which merger, consolidation or amalgamation involving the Borrower, the Borrower shall be the surviving Person, (B) in the case of any merger, consolidation or amalgamation involving any other Loan Party, a Loan Party shall be the surviving Person, (C) in the case of any merger, consolidation or amalgamation involving a Loan Party that is a partyDomestic Subsidiary, such Loan Party that is a Domestic Subsidiary shall be the surviving Person; and
, and (dD) in the case of any CFC that is not merger, consolidation or amalgamation involving a Loan Party may merge into any CFC that is a Foreign Subsidiary (and not involving a Loan PartyParty that is a Domestic Subsidiary), such Loan Party that is a Foreign Subsidiary shall be the surviving Person, and in each such case all actions required to maintain the perfection of the Lien of the Administrative Agent on the Stock or property of such Loan Party shall have been made.
Appears in 2 contracts
Sources: Second Lien Credit Agreement (SRAM International Corp), First Lien Credit Agreement (SRAM International Corp)
Fundamental Changes. MergeEach Loan Party will not merge, dissolve, liquidate, consolidate with or into another Person, or dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (including, in each case, pursuant to a Division)Person, 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 exists or would result therefrom:
(a) any Subsidiary which is not a Loan Party may merge with (i) a Loan Partythe Borrower, provided that the Loan Party Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties(other than an Excluded Subsidiary), provided that when any whollyWholly-owned Owned Subsidiary is merging with another Subsidiary, the whollya Wholly-owned Owned Subsidiary shall be the continuing or surviving Person;
(b) any Subsidiary which may dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Subsidiary (other than an Excluded Subsidiary); provided that if the transferor in such a transaction is a Loan Party may merge into any Subsidiary which is a Loan Party or into a BorrowerWholly-Owned Subsidiary, provided that in any merger involving a Borrower, a Borrower then the transferee shall either be the continuing Borrower or surviving Personanother Wholly-Owned Subsidiary;
(c) in connection with a Permitted Acquisition, any Subsidiary of a the Loan Party Parties may merge with or into or consolidate with any other 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 make Asset Sales permitted by Section 6.11 hereof, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person6.03; and
(d) any CFC that is not a Loan Party the Spin-Off Transactions may merge into any CFC that is not a Loan Partybe consummated.
Appears in 2 contracts
Sources: Credit Agreement (Seaport Entertainment Group Inc.), Credit Agreement (Seaport Entertainment Group Inc.)
Fundamental Changes. MergeNo Loan Party shall merge, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the foregoing) (including, in each 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) (i) any Loan Party (other than the 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 any merger or consolidation involving the Borrower, the Borrower shall be the continuing or surviving Person, and (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 may merge or consolidate with (i) or into a Loan Party, provided that the a Loan Party shall be the continuing or surviving PersonPerson and that any Indebtedness incurred as a result of such fundamental change is Permitted Indebtedness, or and (ii) so long as no Default exists or would immediately result therefrom, 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 a (other than the 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 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, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; and
(dc) any CFC Guarantor (other than the Parent) may liquidate or dissolve or change its legal form if the Parent determines in good faith that such action is in the best interests of the Parent and its Subsidiaries and is not a Loan Party may merge into any CFC that is not a Loan Partymaterially disadvantageous to the Lenders.
Appears in 2 contracts
Sources: Credit Agreement (Quiksilver Inc), Credit Agreement (Quiksilver Inc)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (includingPerson; provided, in each case, pursuant to a Division), except that, so long as no Default or Event notwithstanding the foregoing provisions of Default shall have occurred and be continuing prior this Section 7.04 but subject to or immediately after giving effect to any action described below or would result therefrom:
the terms of Section 6.13 and/or Section 6.14, (a) any Borrower may merge or consolidate with any of its Subsidiaries (other than any other Borrower) provided that such Borrower shall be the continuing or surviving Person, (b) any Loan Party (other than any Borrower) may merge or consolidate with any other Loan Party (other than any Borrower), (c) any Subsidiary which that is not a Loan Party may merge be merged or consolidated with (i) a or into any Loan Party, Party provided that the such Loan Party shall be the continuing or surviving Personcorporation, 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 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 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, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; and
(d) any CFC Subsidiary that is not a Loan Party may merge be merged or consolidated with or into any CFC other Subsidiary that is not a Loan Party, and (e) any Subsidiary (other than any Borrower) may be dissolved or liquidated so long as (i) such dissolution or liquidation, as applicable, could not reasonably be expected to have a Material Adverse Effect, and (ii) the residual assets of such Subsidiary shall be transferred to its parent company (provided, that, if the transferor thereof is a Loan Party, the transferee thereof shall be a Loan Party).
Appears in 2 contracts
Sources: Credit Agreement (Resources Connection Inc), Credit Agreement (Resources Connection Inc)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (including, in each case, pursuant to a Division)Person, 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 exists or would result therefrom:
(a) any Subsidiary which is not a Loan Party may merge with (i) a Loan Partythe Borrower, provided that the Loan Party Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan PartiesSubsidiaries, provided that when any whollyWholly-owned Owned Subsidiary or other non-Borrower Loan Party is merging with another Subsidiary, the whollya Wholly-owned Owned Subsidiary and Loan Party shall be the continuing or and surviving Person;
(b) any Subsidiary which may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to a Wholly-Owned Subsidiary that 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, a Borrower shall be the continuing or surviving PersonParty;
(c) the Borrower may merge with another Person, provided that; (i) such Person is organized under the laws of the United States of America or one of its states, (ii) the Borrower is the corporation surviving such merger, (iii) both immediately before and after giving effect to such merger, no Material Adverse Effect shall have occurred or result therefrom, (iv) such merger is in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge with or into or consolidate with any other 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 transaction permitted by Section 6.11 hereof, 7.02 hereof and (iiv) in 60 days before such merger, the case Borrower shall provide the Administrative Agent evidence of any such merger to which any Loan Party is a party, such Loan Party is pro forma compliance with all of the surviving Personterms of this Agreement; and
(d) any CFC that is not a Loan Party may merge into any CFC that is not a Loan PartyDispositions permitted by Section 7.05.
Appears in 2 contracts
Sources: Credit Agreement (Media General Inc), Credit Agreement (Media General Inc)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (including, in each case, pursuant to a Division)Person, except that, so long as no Designated Default or other Event of Default shall have then exists and no Event of Defaulthas occurred and be is continuing prior to or immediately after giving effect to any action described below or would result therefrom:from such transaction after giving Pro Forma Eeffect to such transaction: (i)
(a) each Loan Party may merge with any Subsidiary which is not other Person; provided that (i) a Loan Party shall be the continuing or surviving Person and (ii) if the Facility Guarantor or a Borrower is party to such merger, athe Facility Guarantor or such Borrowers, as applicable, shall be the continuing or surviving Person; (ii)
(b) any Subsidiary of the CompanyFacility Guarantor (other than any Loan Party) may merge with (i) the Company or a Subsidiary Guarantora Loan Party, provided that the Company or a Subsidiary Guarantora Loan Party shall be the continuing or surviving Person, or (ii) any one or more other such Subsidiaries which are not Loan Parties, provided that when or any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving other 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, a Borrower shall be the continuing or surviving Person;iii)
(c) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party the CompanyFacility Guarantor (other than the Designated Borrowers) may merge with Dispose of all or into substantially all of its assets (upon voluntary liquidation, dissolution or consolidate with otherwise) to the CompanyFacility Guarantor or to any other 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, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; and
(d) any CFC that is not a Loan Party may merge into any CFC that is not a Loan Party.andof its Subsidiaries;
Appears in 2 contracts
Sources: Credit Agreement (Warner Bros. Discovery, Inc.), Credit Agreement (Warner Bros. Discovery, Inc.)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (including, in each case, pursuant to a Division)Person, 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 exists or would result therefrom:
(a) any Subsidiary which is not a Loan Party may merge with (i) a Loan Party, the Company; provided that the Loan Party Company shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan PartiesSubsidiaries, provided that when any wholly-owned Subsidiary Loan Party is merging with another Subsidiary, the wholly-owned Subsidiary such Loan Party shall be the continuing or surviving Person;
(b) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or to another Loan Party or into a Borrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving PersonParty;
(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 a any Permitted Acquisition, any Subsidiary of a Loan Party the Company may merge with or into or consolidate with any other 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, Company and (ii) in the case of any such merger to which any Loan Party (other than the Company) is a party and the other party is not a Loan Party, such Loan Party is the surviving Person;
(e) each 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, however, that in each case, immediately after giving effect thereto (i) in the case of any such merger to which the Borrower is a party, the Borrower is the surviving Person 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
(df) any CFC that each Subsidiary which is not a Loan Party Material Subsidiary may merge be dissolved, liquidated, or consolidated with or into any CFC that is not a Loan Partyanother Person.
Appears in 2 contracts
Sources: Replacement Credit Agreement (Argan Inc), Replacement Credit Agreement (Argan Inc)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the foregoing) (including, in each 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 (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 a the Borrower, provided that in any merger involving a the Borrower, a the Borrower shall be the continuing or surviving Person;
(cd) the Loan Parties may consummate the transactions contemplated by the S▇▇▇▇▇▇ Acquisition Agreement; and
(e) in connection with a Permitted Acquisition, any Subsidiary (other than an Excluded Subsidiary) of a Loan Party may merge with or into or consolidate with any other 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, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; and
(d) any CFC that is not a Loan Party may merge into any CFC that is not a Loan Party.
Appears in 2 contracts
Sources: Second Lien Credit Agreement (Sequential Brands Group, Inc.), Second Lien Credit Agreement (Sequential Brands Group, Inc.)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Personinto, or convey, transfer, lease or otherwise dispose of (whether in one transaction or agree to do any in a series of transactions) all or substantially all of the foregoingassets of Company and its Subsidiaries as a whole (whether now owned or hereafter acquired) (including, to or in each case, pursuant to a Division)favor of any Person, 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 Partythe Company, provided that the Loan Party Company shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan PartiesSubsidiaries, provided that when any wholly-owned Subsidiary Loan Party is merging with another Subsidiary, such Loan Party shall be the whollycontinuing or surviving Person or the continuing or surviving Person shall become a Loan Party;
(b) any Subsidiary may convey, transfer, lease or otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), to the Company or to another Subsidiary; provided that (i) if the transferor in such a transaction is a Loan Party, then the transferee must also be a Loan Party or shall become a Loan Party;
(c) any Non-owned Material Subsidiary may dissolve or liquidate; provided that its remaining assets (if any) are transferred its parent entity;
(i) the Company or (ii) any Subsidiary (other than a Borrower) may merge, amalgamate or consolidate, in each case with any other Person that is not the Company or a Subsidiary of the Company in connection with an Investment permitted under Section 7.02; provided that (x) in the case of the foregoing clause (i), the Company 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, 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 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, and (iiy) in the case of any such merger to which any Loan Party is a partythe foregoing clause (ii), such Loan Party is the continuing or surviving PersonPerson shall comply with the applicable requirements of Section 6.13; and
(de) any CFC that is not to the extent constituting a Loan Party Disposition, transactions permitted by Section 7.05 (other than Section 7.05(e)) may merge into any CFC that is not a Loan Partybe consummated.
Appears in 2 contracts
Sources: Third Amendment to Second Amended and Restated Credit Agreement (Methode Electronics Inc), Second Amendment to Second Amended and Restated Credit Agreement (Methode Electronics Inc)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (including, in each case, pursuant to a Division), except Person; provided that, so long as no Default or Event notwithstanding the foregoing provisions of Default shall have occurred this Section 8.04 but subject to the terms of Sections 7.12 and be continuing prior to or immediately after giving effect to any action described below or would result therefrom:
7.14, (a) any Subsidiary which is not a Loan Party the Borrower may merge or consolidate with (i) a Loan Party, any of its Subsidiaries provided that the Borrower shall be the continuing or surviving corporation, (b) any Loan Party other than the Borrower may merge or consolidate with any other Loan Party other than the Borrower, (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 Personcorporation, or (iid) any one Foreign Subsidiary may be merged or more consolidated with or into any other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Foreign Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person;
(be) any Subsidiary which of the Borrower may merge with any Person that is not a Loan Party may merge into any Subsidiary which is in connection with a Loan Party Disposition permitted under Section 8.05 or into a Permitted Acquisition provided that, if such transaction involves the Borrower, provided that in any merger involving a Borrower, a the Borrower shall be the continuing or surviving Person;
corporation, (cg) in connection with a Permitted Acquisition, any Wholly Owned Subsidiary of a Loan Party the Borrower may merge with dissolve, liquidate or into or consolidate with wind up its affairs at any other Person or permit any other Person to merge with or into or consolidate with it; time provided that such dissolution, liquidation or winding up, as applicable, could not have a Material Adverse Effect and (ih) the Person surviving such merger shall be a wholly-owned Subsidiary of a Loan Party Borrower and such Person shall become a Loan Party in accordance with its Subsidiaries may enter into the provisions of Section 6.11 hereof, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; and
(d) any CFC that is not a Loan Party may merge into any CFC that is not a Loan PartyPermitted Disposition.
Appears in 2 contracts
Sources: Credit Agreement (Fti Consulting Inc), Credit Agreement (Fti Consulting Inc)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (including, in each case, pursuant to a Division)Person, 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 exists or would result therefrom:
(ai) any Subsidiary which is not a Loan Party (other than the Borrower) may merge be merged into, consolidated with, or amalgamated with (i) a any other Loan Party, provided that the Loan Party shall be the continuing or surviving Person, or and (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 of any Loan Party may be the continuing or surviving Personmerged into such Loan Party;
(b) any Subsidiary which is a may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party may 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 PersonParty;
(c) any Subsidiary that is not a Loan Party may 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 a Permitted Acquisitionany acquisition permitted under Section 7.03, any Subsidiary of a Loan Party the Borrower may merge with or into or consolidate with any other 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, 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) any CFC that is not a Loan Party may merge into any CFC that is not a Loan Party.
Appears in 2 contracts
Sources: Credit Agreement (Clean Harbors Inc), Credit Agreement (Clean Harbors Inc)
Fundamental Changes. Merge, dissolve, divide, liquidate, consolidate with or into another Person, (or agree to do any of the foregoing) (including, in each 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 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, a 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 or permit any other Person to merge with or into or consolidate with it; provided 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 6.12 hereof, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; and
(d) any CFC that is not a Loan Party may merge into any CFC that is not a Loan Party.
Appears in 2 contracts
Sources: Credit Agreement (Christopher & Banks Corp), Credit Agreement (Christopher & Banks Corp)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) Person (including, in each 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 exists or would result therefrom:
(a) any Subsidiary which is not a Loan Party may merge with Dispose of all or substantially all of its assets (iupon voluntary liquidation or otherwise) a to the Borrower or to another 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 that is not a Loan Party may merge into dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary which that is not a Loan Party or into (ii) to a Borrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving PersonLoan Party;
(c) in connection with a any Permitted Acquisition, any Subsidiary of a Loan Party the Borrower may merge with or into or consolidate with any other 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, 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 would result therefrom, each of the Borrower and any CFC that is not a Loan Party of its Subsidiaries may merge into or consolidate with any CFC other Person or permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately after giving effect thereto (i) in the case of any such merger to which the Borrower is not a party, the Borrower is the surviving Person and (ii) in the case of any such merger to which any Loan PartyParty (other than the Borrower) is a party, such Loan Party is the surviving Person.
Appears in 2 contracts
Sources: Credit Agreement (Information Services Group Inc.), Credit Agreement (Information Services Group Inc.)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the foregoing) (including, in each 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 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, 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 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, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; and
(d) any CFC that is not a Loan Party may merge into any CFC that is not a Loan Party.
Appears in 2 contracts
Sources: Credit Agreement (Destination Xl Group, Inc.), Credit Agreement (Destination Xl Group, Inc.)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (includingPerson, in each caseprovided, pursuant to a Division), except that, so long as no Default or Event of Default shall have occurred and be continuing prior to or would 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 with: (i) a Loan Partythe Borrower, provided that provided, that, the Loan Party Borrower shall be the continuing or surviving Person, ; or (ii) any one or more other Subsidiaries which are not Loan PartiesSubsidiaries, provided that provided, that, when any wholly-owned Subsidiary Loan Party is merging with another Subsidiary, the wholly-owned Subsidiary such Loan Party shall be the continuing or surviving Person;
(b) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution or otherwise) to the Borrower or to another Loan Party or into a Borrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving PersonParty;
(c) in connection with a Permitted Acquisition, any Subsidiary of 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 with or into or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it, in each case, in a transaction permitted by Section 7.03 or Section 7.05 (other than by reference to this Section 7.04 (or any sub-clause hereof)); provided that provided, that, in each case, immediately after giving effect thereto: (i) in the Person surviving case of any such merger shall be to which the Borrower is a wholly-owned Subsidiary of a Loan Party and such Person shall become a Loan Party in accordance with party, the provisions of Section 6.11 hereofBorrower is the surviving Person, 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) upon notice to the Administrative Agent, any Subsidiary may merge with or into a newly-created Subsidiary which is incorporated, formed or otherwise organized pursuant to the laws of the 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 party to such merger is a Guarantor, the surviving Subsidiary shall become a Guarantor if otherwise required by Section 6.13; and
(df) any CFC that is not a Loan Party (other than the Borrower) or any Subsidiary may merge split or otherwise divide into two or more Persons; provided, that, in each case, if any CFC that such division is not of a Loan PartyGuarantor, the Persons resulting from such division shall become Guarantors if otherwise required by Section 6.13.
Appears in 2 contracts
Sources: Credit Agreement (SP Plus Corp), Credit Agreement (SP Plus Corp)
Fundamental Changes. MergeEnter into any merger, dissolveconsolidation or amalgamation, or liquidate, consolidate with wind up or into another Person, dissolve itself (or agree to do suffer any liquidation or dissolution), or Dispose of, all or substantially all of the foregoing) (including, in each case, pursuant to a Division)its property or business, 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 Restricted Subsidiary which is not a Loan Party may merge with be merged, consolidated or be amalgamated (i) a Loan Party, with or into the Borrower (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 a Borrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving Personcorporation), (ii) with or into any other Restricted Subsidiary (provided that if only one party to such transaction is a Secured Guarantor, the Secured Guarantor shall be the continuing or surviving corporation) or (iii) subject to Section 7.6(g), with or into any other Group Member; provided, that in the case of clauses (ii) and (iii) any Domestic Loan Party which holds any material assets, including Intellectual Property, that relates to any Core Business Segment may only merge, consolidate or 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 otherwise) to any Loan Party or, subject to Section 7.6(g) (to the 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 (upon voluntary liquidation or otherwise) to a Domestic Loan Party;
(c) in connection with a Permitted Acquisition, any Restricted Subsidiary of a Loan Party may merge with or into or consolidate with any other 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, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; and
(d) any CFC that is not a Loan Party may (i) merge or consolidate with or into any CFC Restricted Subsidiary 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 (x) another Restricted Subsidiary that is not 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 under Section 7.6 and under this Agreement; provided that either (i) 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 Collateral Agent; and
(e) transactions permitted under Section 7.4 shall be permitted.
Appears in 2 contracts
Sources: Credit Agreement (LivaNova PLC), Intercreditor Agreement (LivaNova PLC)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the foregoing) (including, in each 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 exists or would result therefrom:
(a) any Subsidiary which is not a Loan Party Consolidated Entity of the Borrower may merge with (i) a Loan Partythe Borrower, provided that the Loan Party Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan PartiesConsolidated Entities, provided that when any whollyGuarantor or any Co-owned Subsidiary Borrower is merging with another SubsidiaryConsolidated Entity of the Borrower, the whollysuch Guarantor or Co-owned Subsidiary Borrower shall be the continuing or surviving PersonPerson or the surviving entity shall assume all guarantee obligations of the Guarantor and, if applicable, all obligations of such party as a Co-Borrower simultaneously with such merger;
(b) any Subsidiary which is a Loan Party Person may merge into any Subsidiary which is a Loan Party or consolidate with or into a the Borrower, ; provided that in any merger involving a Borrower(i) such action is not hostile, a (ii) the Borrower shall be the continuing or surviving Person;, (iii) the other entity or entities involved in such merger or consolidation are engaged in a line of business in which the Borrower is permitted to engage and (iv) after giving effect to such merger or consolidation, the Borrower shall be in compliance, on a pro forma basis, with Sections 7.03 and 7.11; and
(c) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party Guarantor may merge with or into or consolidate with any other Person or permit any other Person be dissolved if such Guarantor is being released from its Guaranty by the Administrative Agent pursuant 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 terms of Section 6.11 9.11(d) hereof, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; and
(d) any CFC other Consolidated Entity that is not a Loan Party may merge into any CFC that is not a Loan Partybe dissolved if it ceases to hold material assets.
Appears in 2 contracts
Sources: Credit Agreement (Cousins Properties Inc), Credit Agreement (Cousins Properties Inc)
Fundamental Changes. Merge, dissolve, liquidate, liquidate or consolidate with or into another Person, (or agree to do any of the foregoing) (including, in each 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 the Borrower may merge or consolidate with (i) a Loan Partyany of its Subsidiaries; provided, provided that that, the Loan Party shall be Borrower is 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 may merge or consolidate with or liquidate into any other Subsidiary; provided, that, if a Loan Party may merge into any Subsidiary which is a party to such transaction, the continuing or surviving Person is a Loan Party or into such surviving Person becomes a BorrowerLoan Party concurrently with the consummation of such merger, provided that in any merger involving a Borrower, a Borrower shall be the continuing consolidation or surviving Person;
liquidation; (c) subject to clauses (a) and (b) above, the Borrower or any Subsidiary may merge with any other Person in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge with or into or consolidate with any other 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, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; and
(d) any CFC that 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 if such Subsidiary is not a Loan Party may merge into any CFC that is not a Loan Party, its assets are transferred to another Loan Party, and (e) any Subsidiary (other than a Borrower) may merge, dissolve, liquidate, amalgamate or consolidate with or into another Person to effect any Disposition permitted under Section 8.05 (other than a Permitted Transfer described in clause (n) of the definition thereof).
Appears in 2 contracts
Sources: Credit Agreement (ironSource LTD), Credit Agreement (ironSource LTD)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (including, in each case, pursuant to a Division)Person, 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 exists or would result therefromtherefrom and, so long as the Lien on 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 6.12 and 6.15:
(a) any Subsidiary which is not a Loan Party may merge with (i) a Loan Partythe Borrower, provided that the Loan Party Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan PartiesSubsidiaries, provided that when any wholly-owned Subsidiary Loan Party is merging with another Subsidiary, the wholly-owned Subsidiary such Loan Party shall be the continuing or surviving Person;
(b) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party or into a Borrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving PersonParty;
(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 a Permitted Acquisitionany acquisition permitted under Section 7.03, any Subsidiary of a Loan Party the Borrower may merge with or into or consolidate with any other 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 whollyWholly-owned Owned Subsidiary of a Loan Party and such Person shall become a Loan Party in accordance with the provisions of Section 6.11 hereof, 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
(de) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, any CFC that is not a Loan Party Subsidiary of the Borrower may merge into or consolidate with any CFC other Person or permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately after giving effect thereto (i) in the case of any such merger to which the Borrower is not a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan PartyParty (other than the Borrower) is a party, such Loan Party is the surviving Person.
Appears in 2 contracts
Sources: Credit Agreement (Salem Communications Corp /De/), Credit Agreement (Salem Communications Corp /De/)
Fundamental Changes. Merge, dissolve, liquidate, amalgamate or consolidate with or into another Person, (or agree to do any of the foregoing) (including, in each 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 exists or would result therefrom:
(a) any Subsidiary which is not a Loan Party may merge or amalgamate with (i) a Loan Partyany Borrower; provided, provided that the Loan Party that, such Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan PartiesSubsidiaries; provided, provided that that, when any wholly-owned Subsidiary Loan Party is merging with another Subsidiary, the wholly-owned Subsidiary such Loan Party shall be the continuing or surviving Person, and in respect of any amalgamation, the amalgamated Person shall deliver a confirmation and acknowledgement, and other ancillary documents to the Administrative Agent confirming that it is subject to all of the Obligations hereunder;
(b) any Subsidiary which is a Loan Party (other than any Borrower) may merge into Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to any Subsidiary which is a Borrower or to another Loan Party or into a Borrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving PersonParty;
(c) in connection with a Permitted Acquisition, any Subsidiary of that is not a Loan Party may merge with dissolve, liquidate or wind up its affairs; provided, that, its assets are transferred into or consolidate with any other 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 another Loan Party and such Person shall become a Loan Party in accordance with the provisions of Section 6.11 hereof, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Personor Subsidiary; and
(d) any CFC that is not a Loan Party Borrower or any Subsidiary may merge into with any CFC that other Person in connection with a Permitted Acquisition; provided, that, (i) if a Borrower is not a Loan Partyparty to such transaction, such Borrower is the continuing or surviving Person and (ii) if a Guarantor is a party to such transaction, such Guarantor is the surviving Person.
Appears in 2 contracts
Sources: Credit Agreement (Radiant Logistics, Inc), Credit Agreement (Radiant Logistics, Inc)
Fundamental Changes. Merge, dissolve, liquidate, consolidate consolidate, with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) Person (including, in each case, pursuant to a Delaware LLC Division); provided, except that, so long as no Default or Event notwithstanding the foregoing provisions of Default shall have occurred this Section 8.04 but subject to the terms of Sections 7.12 and be continuing prior to or immediately after giving effect to any action described below or would result therefrom:
7.14, (a) the Borrower may merge or consolidate with any of its direct Subsidiaries, provided that the Borrower shall be the continuing or surviving entity, (b) any Loan Party (other than the Borrower) may merge or consolidate with any other Loan Party, (c) any Subsidiary which that is not a Loan Party may merge be merged or consolidated with (i) a or into any Loan Party, provided that the such Loan Party shall be the continuing or surviving Personentity, 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 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 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, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; and
(d) any CFC Subsidiary that is not a Loan Party may merge be merged or consolidated with or into any CFC other direct Subsidiary of it that is not a Loan PartyParty and (e) 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 dissolution, liquidation or winding up; provided, that, in the case of (a) through (d) above, the merging parties are organized in the same jurisdiction (it being understood that for this purpose, States of the United States shall be deemed to be the same jurisdiction as each other).
Appears in 2 contracts
Sources: Credit Agreement (Biocryst Pharmaceuticals Inc), Credit Agreement (Biocryst Pharmaceuticals Inc)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (including, in each case, pursuant to a Division), except Person; provided that, so long as no Default or Event notwithstanding the foregoing provisions of Default shall have occurred this Section 8.04 but subject to the terms of Sections 7.12 and be continuing prior to or immediately after giving effect to any action described below or would result therefrom:
7.14, (a) a Borrower may merge or consolidate with any Subsidiary which is not a of its Subsidiaries provided that, in the case of AWI, AWI shall be the continuing or surviving corporation, (b) subject to the proviso in clause (a), any Loan Party may merge or consolidate with (i) a any other Loan Party, (c) any Foreign Subsidiary may be merged or consolidated with or into any Loan Party provided that the such Loan Party shall be the continuing or surviving Personcorporation, or (iid) any one Foreign Subsidiary may be merged or more consolidated with or into any other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Foreign Subsidiary, the wholly-owned (e) AWI or any Subsidiary may merge with any Person that is not a Loan Party in connection with a Permitted Acquisition provided that, if such Permitted Acquisition involves AWI, AWI shall be the continuing or surviving Person;
corporation, (bf) any Subsidiary which is a Loan Party may merge into dissolve, liquidate or wind up its affairs at any Subsidiary which is a Loan Party or into a Borrower, time provided that in such dissolution, liquidation or winding up, as applicable, could not have a Material Adverse Effect, (g) 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 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, any Subsidiary may make any Permitted Investments and (iih) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; and
(d) and any CFC that is not a Loan Party Subsidiary may merge into make any CFC that is not a Loan PartyDisposition permitted under Section 8.05.
Appears in 2 contracts
Sources: Credit Agreement (Armstrong World Industries Inc), Credit Agreement (Armstrong World Industries Inc)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the foregoing) (including, in each 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 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 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 a Borrower, provided that provided, that, in any merger involving a Borrower, a 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 or permit any other Person to merge with or into or consolidate with it; provided that 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 with, and to the extent required by, the provisions of Section 6.11 6.12 hereof, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; and
(d) any CFC that is not a Loan Party may merge into any CFC that is not a Loan Party.
Appears in 2 contracts
Sources: Credit Agreement (Lovesac Co), Credit Agreement (Lovesac Co)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any Person; provided that, notwithstanding the foregoing provisions of this Section 8.04 but subject to the terms of Sections 7.12 and 7.14, (a) the Borrower may merge or consolidate with any of its Subsidiaries provided that the foregoingBorrower shall be the continuing or surviving corporation, (b) any Loan Party other than the Borrower may merge or consolidate with any other Loan Party other than the Borrower, (includingc) 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 corporation, in each case(d) any Foreign Subsidiary may be merged or consolidated with or into any other Foreign Subsidiary, pursuant to (e) any Domestic Subsidiary which is not a Division)Loan Party may be merged or consolidated with or into a Loan Party, 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:
(af) any Subsidiary which is not a Loan Party may merge with (i) dissolve or liquidate itself; provided that prior to such dissolution or liquidation, such Subsidiary transfer all of its assets to a Loan Party, provided that the Loan Party shall be the continuing or surviving Person, or and (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;
(bg) any Subsidiary which is created solely to be used as an acquisition vehicle for a Loan Party specific Acquisition may merge into any Subsidiary which is a Loan Party be merged or consolidated with or into a Borrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving Person;
(c) another Person in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge with or into or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it; provided that (i) the surviving Person surviving of such merger shall be a wholly-owned Subsidiary of a Loan Party and such Person or consolidation shall become a Loan Party in accordance with pursuant to the provisions of Section 6.11 terms hereof, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; and
(d) any CFC that is not a Loan Party may merge into any CFC that is not a Loan Party.
Appears in 2 contracts
Sources: Credit Agreement (Demand Media Inc.), Credit Agreement (Demand Media Inc.)
Fundamental Changes. Merge, dissolve, liquidate, amalgamate or consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (including, in each case, pursuant to a Division)Person, 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 exists or would result therefrom:
(a) any Material Subsidiary which may merge with: (i) the Company; provided, that, the Company shall be the continuing or surviving Person; or (ii) any Borrower (other than the Company) or any Guarantor; provided, that, (x) when any Material Subsidiary that is not a Loan Party may merge is merging with (i) a Loan PartySubsidiary that is a Guarantor, provided that the Loan Party such Guarantor shall be the continuing or surviving Person, or (iiy) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Material Subsidiary that is not a Borrower is merging with another Subsidiarya Borrower, such Borrower shall be the wholly-owned continuing or surviving Person and (z) when any Material Subsidiary that is not a Domestic Loan Party is merging with a Domestic Loan Party, such Domestic Loan Party shall be the continuing or surviving Person;
(b) any Material Subsidiary which may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Company or to any Material Subsidiary; provided, that, if the transferor in such a transaction is a Loan Party may merge into any Subsidiary which Party, then the transferee must be a Loan Party; provided, further, that, if the transferor in such a transaction is a Domestic Loan Party or into Party, then the transferee must be a Borrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving Person;Domestic Loan Party; and
(c) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party Disposition contemplated by Section 7.05(g) may merge with or into or consolidate with any other 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, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; and
(d) any CFC that is not a Loan Party may merge into any CFC that is not a Loan Partyconsummated.
Appears in 2 contracts
Sources: Credit Agreement (GENTHERM Inc), Credit Agreement (GENTHERM Inc)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (including, in each case, pursuant to a Division)Person, 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 exists or would result therefrom:
(a) any Subsidiary which is not a Loan Party may merge with (i) a Loan Party, the Borrower; provided that the Loan Party Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan PartiesSubsidiaries, provided that when any wholly-owned Subsidiary Loan Party is merging with another Subsidiary, the wholly-owned Subsidiary such Loan Party shall be the continuing or surviving Person;
(b) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party or into a Borrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving PersonParty;
(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 a any Permitted Acquisition, any Subsidiary of a Loan Party the Borrower may merge with or into or consolidate with any other 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, 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 consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately after giving effect thereto (i) in the case of any such merger to which the Borrower is a party, the Borrower is the surviving Person 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
(df) (i) NPK Real Estate may Dispose of all or substantially all of its assets upon prior written notice to the Administrative Agent, and (ii) following such Disposition, NPK Real Estate may dissolve, liquidate, consolidate or merge with the Borrower or any CFC that is not a Loan Party may merge into any CFC that is not a Loan PartySubsidiary.
Appears in 1 contract
Fundamental Changes. MergeExcept for transactions described on Schedule 7.04 hereto, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (including, in each case, pursuant to a Division)Person, 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 exists or would result therefrom:
(a) any Subsidiary which is not a Loan Party may merge with (i) a Loan PartyBorrower, provided that the Loan Party a Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan PartiesSubsidiaries, provided that when any wholly-owned Subsidiary Guarantor is merging with another SubsidiarySubsidiary that is not a Guarantor, the wholly-owned Subsidiary Guarantor 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 Subsidiary which that 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, a Borrower shall be the continuing or surviving PersonParty;
(c) any Subsidiary which is not a Loan Party may dispose of all or substantially all its assets to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party for no consideration, or, in the case of this clause (ii), pursuant to a Disposition which is in the nature of a liquidation; and
(d) in connection with a Permitted Acquisitionany acquisition permitted under Section 7.03, any Subsidiary of a Loan Party Borrower may merge with or into or consolidate with any other 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-wholly owned Subsidiary of a Loan Party and such Person shall become a Loan Party Borrower; provided, however, that in accordance with the provisions of Section 6.11 hereofeach case, and (ii) immediately after giving effect thereto, in the case of any such merger to which any Loan Party a Borrower is a party, such Loan Party Borrower is the surviving Person; and
(d) any CFC that is not a Loan Party may merge into any CFC that is not a Loan Partycorporation.
Appears in 1 contract
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, Person (or agree to do any of the foregoing) (including, in each case, pursuant to a Division), except that, so long as no Default or Event of Default shall have occurred and be continuing prior to to, or immediately after giving effect to 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 Loan Party or any Subsidiary which is a Loan Party may merge with or into any other Subsidiary which is a Loan Party or into a BorrowerParty, provided that in any merger involving a Borrower, a 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 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, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; and
(d) any CFC that is not a Loan Party may merge into any CFC that is not a Loan Party.
Appears in 1 contract
Sources: Credit Agreement (Tops PT, LLC)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (including, in each case, pursuant to a Division)Person, 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 exists or would result therefrom:
(a) any Subsidiary which is not a Loan Party may merge with Dispose of all or substantially all of its assets (iupon voluntary liquidation or otherwise) a to the Borrower or to another 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 that is not a Loan Party may merge into dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary which that is not a Loan Party or into (ii) to a Borrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving PersonLoan Party;
(c) in connection with a any Permitted Acquisition, any Subsidiary of a Loan Party the Borrower may merge with or into or consolidate with any other 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, 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 would result therefrom, each of the Borrower and any CFC that is not a Loan Party of its Subsidiaries may merge into or consolidate with any CFC other Person or permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately after giving effect thereto (i) in the case of any such merger to which the Borrower is not a party, the Borrower is the surviving Person and (ii) in the case of any such merger to which any Loan PartyParty (other than the Borrower) is a party, such Loan Party is the surviving Person.
Appears in 1 contract
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (including, in each case, pursuant to a Division)Person, except that, so long as no Default or Event of Default that the following shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrompermitted:
(a) any Subsidiary which is not a Loan Party may merge with or dissolve or liquidate into (i) a Loan Partythe Borrower, provided that the Loan Party Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan PartiesSubsidiaries, provided that when any wholly-owned Subsidiary Loan Party is merging with another Subsidiary, the wholly-owned Subsidiary such Loan Party shall be the continuing or surviving Person;
(b) any Subsidiary which is a Loan Party other than the Borrower may merge into any Subsidiary which is a Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party or into a Borrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving PersonParty;
(c) in connection with a Permitted Acquisition, any Subsidiary of 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) in connection with any Permitted Acquisition, Borrower or any Subsidiary of the Borrower may merge with or into or consolidate with any other 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 direct or indirect wholly-owned Subsidiary of the Borrower, (ii) in the case of any such merger to which the Borrower is a party, the Borrower is the surviving Person and (iii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, the surviving Person in such merger is, or becomes, a Loan Party Party;
(e) so long as no Default has occurred and is continuing or would result therefrom, any 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, however, that in each case, immediately after giving effect thereto (i) in the case of any such Person shall become merger to which the Borrower is a Loan Party in accordance with party, the provisions of Section 6.11 hereof, Borrower is the surviving corporation 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 Personcorporation;
(f) any Dispositions in compliance with Section 7.05; and
(dg) any CFC that is not a Loan Party may merge into any CFC that is not a Loan PartyInvestments in compliance with Section 7.03(c)(iv).
Appears in 1 contract
Sources: Credit Agreement (On Assignment Inc)
Fundamental Changes. MergeEnter into any merger, dissolveconsolidation or amalgamation, or liquidate, consolidate with wind up or into another Person, dissolve itself (or agree to do suffer any liquidation or dissolution), or Dispose of the foregoing) (including, in each case, pursuant to a Division)all or substantially all of its property or business, 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 of the Borrower may merge be merged or consolidated with or into the Borrower (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 a Borrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving Person;
(ccorporation) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge or with or into or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it; Subsidiary Guarantor (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, and (ii) in the case of any such merger to which any Loan Party is merging with a party, such Loan Party is the surviving Person; and
(d) any CFC that is not a Loan Party may merge into any CFC Subsidiary that is not a Loan Party, the surviving entity shall be or become, substantially simultaneously therewith, a Loan Party);
(b) any non-Loan Party Subsidiary may be merged or consolidated with or into any other non-Loan Party Subsidiary;
(i) any Subsidiary of the Borrower may Dispose of all or substantially all of its assets to the Borrower or any Loan Party (upon voluntary liquidation or otherwise), (ii) any non-Loan Party Subsidiary may Dispose of all or substantially all of its assets to another non-Loan Party Subsidiary (upon voluntary liquidation or otherwise) or (iii) Borrower or any Subsidiary of the Borrower may Dispose of all or substantially all of its assets pursuant to a Disposition permitted by Section 7.5; provided that any such Disposition by the Borrower must be to another Loan Party;
(d) any Investment permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation; and
(e) any Subsidiary that has no material assets may be dissolved or liquidated.
Appears in 1 contract
Fundamental Changes. MergeSuch Credit Party will not, dissolveand will not permit any of its Subsidiaries to, liquidate, merge into or consolidate with or into another 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 agree to do in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of the foregoing) its Subsidiaries (including, in each case, pursuant to a Divisionwhether now owned or hereafter acquired), or liquidate or dissolve, except that, so long as if at the time thereof and immediately after giving effect thereto 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) any Person (other than the Borrowers) may merge into a Loan PartyCredit Party in a transaction in which such Credit Party is the surviving entity, provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or more Person (other Subsidiaries which are not Loan Partiesthan the Borrowers), provided that when including any wholly-owned Subsidiary is merging with another SubsidiaryAffiliate, 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 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 Credit Party may merge with or into or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it; provided that (i) in a transaction in which the Person surviving such merger shall be entity is a wholly-owned Subsidiary of a Loan Credit Party, (iii) any Subsidiary (other than the Borrowers) 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 Borrowers) of a Credit Party may liquidate or dissolve or any Credit Party or any of its Subsidiaries may sell, transfer, lease or otherwise dispose of the assets or stock of any Subsidiary if, in each case, the Borrowers determine in good faith that such action (x) is in the best interests of the Credit Parties and (y) is not materially disadvantageous to the Lenders, (v) any Credit Party and such Person shall become a Loan Party any of its Subsidiaries may sell immaterial businesses, including Subsidiaries, in accordance with the provisions ordinary course of Section 6.11 hereof, business and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; and
(dvi) any CFC that is not Subsidiary of a Loan Credit Party formed for the purpose of acquiring a Person or a minority interest in any Person may merge into any CFC that is not a Loan Partysuch Person.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Medtronic Inc)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the foregoing) (including, in each 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 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, 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 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, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; and
(d) any CFC that is not a Loan Party may merge into any CFC that is not a Loan Party.
Appears in 1 contract
Sources: Credit Agreement (Kirkland's, Inc)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (including, in each case, pursuant to a Division)Person, 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 exists or would result therefrom:
(a) any Subsidiary which is not a Loan Party may merge with Dispose of all or substantially all of its assets (iupon voluntary liquidation or otherwise) a to the Borrower or to another 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 that is not a Loan Party may merge into dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary which that is not a Loan Party or into (ii) to a Borrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving Person;Loan Party; SV\1166258.1
(c) in connection with a any Permitted Acquisition, any Subsidiary of a Loan Party the Borrower may merge with or into or consolidate with any other 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, 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 would result therefrom, each of the Borrower and any CFC that is not a Loan Party of its Subsidiaries may merge into or consolidate with any CFC other Person or permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately after giving effect thereto (i) in the case of any such merger to which the Borrower is not a party, the Borrower is the surviving Person and (ii) in the case of any such merger to which any Loan PartyParty (other than the Borrower) is a party, such Loan Party is the surviving Person.
Appears in 1 contract
Sources: Credit Agreement (Calix, Inc)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (including, in each case, pursuant to a Division), except Person; provided that, so long as no Default or Event notwithstanding the foregoing provisions of Default shall have occurred this Section 8.04 but subject to the terms of Sections 7.12 and be continuing prior to or immediately after giving effect to any action described below or would result therefrom:
7.14, (a) any Subsidiary which is not a Loan Party the Borrower may merge or consolidate with (i) a Loan Party, any of its Subsidiaries provided that the Borrower shall be the continuing or surviving corporation, (b) any Loan Party other than the Borrower may merge or consolidate with any other Loan Party other than the Borrower, (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 Personcorporation, or (iid) any one Foreign Subsidiary may be merged or more consolidated with or into any other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Foreign Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person;
(be) any Subsidiary which of the Borrower may merge with any Person that is not a Loan Party may merge into any Subsidiary which is in connection with a Loan Party Disposition permitted under Section 8.05 or into a Permitted Acquisition provided that, if such transaction involves the Borrower, provided that in any merger involving a Borrower, a the Borrower shall be the continuing or surviving Person;
corporation and (cg) in connection with a Permitted Acquisition, any Wholly Owned Subsidiary of a Loan Party the Borrower may merge with dissolve, liquidate or into or consolidate with wind up its affairs at any other Person or permit any other Person to merge with or into or consolidate with it; time provided that (i) the Person surviving such merger shall be dissolution, liquidation or winding up, as applicable, could not have 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, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; and
(d) any CFC that is not a Loan Party may merge into any CFC that is not a Loan PartyMaterial Adverse Effect.
Appears in 1 contract
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the foregoing) (including, in each 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 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 provided, that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person;Person;
(b) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Loan Party or into a Borrower, provided provided, that in any merger involving a Borrower, a Borrower shall be the continuing or surviving Person;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 or permit any other Person to merge with or into or consolidate with it; provided 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, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; Person; and
(d) any CFC that is not a Loan Party may merge into any CFC that is not a Loan Party.
Appears in 1 contract
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, effectuate any division into two or more Persons or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (including, in each case, pursuant to a Division)Person, 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 exists or would result therefrom:
(a) any Subsidiary which is not a Loan Party may merge or consolidate with (i) a Loan Partyany Borrower, provided that the Loan Party such Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan PartiesSubsidiaries, provided that when any wholly-owned Subsidiary Loan Party is merging or consolidating with another SubsidiarySubsidiary that is not a Loan Party, the wholly-owned Subsidiary such Loan Party shall be the continuing or surviving Person;
(b) any Subsidiary which is a Loan Party may merge into Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to any Subsidiary which is a Borrower or to another Loan Party Party, and in connection therewith, dissolve or into a Borrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving Personliquidate;
(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 a any Permitted Acquisition, any Subsidiary of a Loan Party any Borrower may merge with or into or consolidate with any other 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 whollyWholly-owned Subsidiary of a Loan Party and such Person shall become a Loan Party in accordance with the provisions of Section 6.11 hereof, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; Borrower and
(d) any CFC that is not a Loan Party may merge into any CFC that is not a Loan Party.
Appears in 1 contract
Sources: Credit Agreement (Movado Group Inc)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (including, in each case, pursuant to a Division), except Person; provided that, so long as no Default or Event notwithstanding the foregoing provisions of Default shall have occurred this Section 8.04 but subject to the terms of Sections 7.12 and be continuing prior to or immediately after giving effect to any action described below or would result therefrom:
7.14, (a) any Subsidiary which is not a Loan Party the Borrower may merge or consolidate with (i) a Loan Party, any of its Subsidiaries provided that the Borrower shall be the continuing or surviving corporation, (b) any Loan Party other than the Borrower may merge or consolidate with any other Loan Party other than the Borrower, (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 Personcorporation, or (iid) any one Foreign Subsidiary may be merged or more consolidated with or into any other Subsidiaries which are not Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Foreign Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person;
(be) any Subsidiary which of the Borrower may merge with any Person that is not a Loan Party may merge into any Subsidiary which is in connection with a Loan Party or into a Permitted Acquisition provided that, if such Permitted Acquisition involves the Borrower, provided that in any merger involving a Borrower, a the Borrower shall be the continuing or surviving Person;
corporation and (cf) in connection with a Permitted Acquisitionany Inactive Subsidiary may dissolve, liquidate or wind up its affairs at any Subsidiary of time provided that its assets are transferred to a Loan Party may merge with prior to giving effect to such dissolution, liquidation or into or consolidate with any other 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, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; and
(d) any CFC that is not a Loan Party may merge into any CFC that is not a Loan Partywind up.
Appears in 1 contract
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the foregoing) (including, in each case, pursuant to a Division), except that, so long as no Default or Event of Default shall have occurred and or be continuing prior to or immediately after giving effect to any action described below continuing, or would result therefrom:
: (a) any Subsidiary which is not of a Loan Party may merge or consolidate with or liquidate or dissolve into such Loan Party; provided, that (i) a Loan Party, provided that the if such 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 a Borrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving Person;
, (cii) if such Loan Party is not a Mexican Subsidiary, a Loan Party that is not a Mexican Subsidiary shall be the continuing or surviving Person, and (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 may merge with or into or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it; provided provided, that (i) if such Loan Party is a Borrower, 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 hereofBorrower, and (ii) in the case of any such merger to which any Loan Party is a party, if such Loan Party is not a Mexican Subsidiary, the Person surviving Personsuch merger shall be a Loan Party that is not a Mexican Subsidiary, and (iii) in any other case, the Person surviving such merger shall be a Loan Party; and
and (dc) any CFC Subsidiary that is not a Loan Party may merge into any CFC other Subsidiary that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person.
Appears in 1 contract
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the foregoing) (including, in each 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:
(ai) 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;
(bii) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Loan Party or into a the Borrower, provided that in any merger involving a the Borrower, a the Borrower shall be the continuing or surviving Person;
(ciii) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge with or into or consolidate with any other 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, 6.12 hereof and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; and
(div) any CFC that is not a Loan Party may merge into any CFC that is not a Loan Party.
Appears in 1 contract
Sources: Credit Agreement (Sportsman's Warehouse Holdings, Inc.)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (including, in each case, pursuant to a Division)Person, 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 at the time of any action described below or would result therefrom:
(a) any Subsidiary which is not a Loan Party Guarantor may merge with (i) a Loan Partythe Borrower, provided that the Loan Party Borrower 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 PersonGuarantors;
(b) any Subsidiary which is a Guarantor may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party may 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 PersonParty;
(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) [intentionally omitted];
(e) in connection with a any Permitted Acquisition, any Subsidiary of a Loan Party the Borrower may merge with or into or consolidate with any other Person or permit any other Person (other than the Borrower) 114 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 Party;
(f) Dispositions expressly permitted by Section 6.11 hereof, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person7.05 may be consummated; and
(dg) any CFC that is not a Loan Party Restricted Payment expressly permitted by Section 7.06 may merge into any CFC that is not a Loan Partybe consummated.
Appears in 1 contract
Sources: Amended and Restated Credit Agreement (NOODLES & Co)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (including, in each case, pursuant to a Division), except Person; provided that, so long as no Default or Event notwithstanding the foregoing provisions of Default shall have occurred this Section 8.04 but subject to the terms of Sections 7.12 and be continuing prior to or immediately after giving effect to any action described below or would result therefrom:
7.14, (a) DTAG may merge or consolidate with any of its Subsidiaries provided that DTAG shall be the continuing or surviving corporation, (b) Operations may merge or consolidate with any of its Subsidiaries provided that Operations shall be the continuing or surviving corporation, (c) any Loan Party other than a Borrower may merge or consolidate with any other Loan Party other than a Borrower, (d) any Subsidiary which that is not a Loan Party may merge be merged or consolidated with (i) a or into any Loan Party, Party provided that the such Loan Party shall be the continuing or surviving Personcorporation, 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;
(be) 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, 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 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, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; and
(d) any CFC that is not a Loan Party may merge be merged, amalgamated or consolidated with or into any CFC Subsidiary that is not a Loan Party, (f) any Subsidiary (other than a Borrower) may be dissolved so long as all of the assets of such Subsidiary have been transferred or otherwise conveyed to (i) a Loan Party or (ii) a Subsidiary that is not a Loan Party (if the Subsidiary being dissolved is not a Loan Party), in each case, prior to or concurrently with such dissolution and (g) any Loan Party or any Subsidiary may make a Disposition permitted by Section 8.05.
Appears in 1 contract
Sources: Credit Agreement (Dollar Thrifty Automotive Group Inc)
Fundamental Changes. MergeMerge into, dissolve, liquidatedivide, consolidate with or into another amalgamate with, any other Person, (or agree to do any of the foregoing) (including, in each 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 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, 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 or permit any other Person to merge with or into or consolidate with it, or dispose of (whether in one transaction or in a series of transactions) all or substantially all of its property, assets or business (whether now owned or hereafter acquired) except if at the time thereof and immediately after giving effect thereto no Event of Default has occurred and is continuing or would result therefrom: (a) the merger, consolidation or amalgamation of any Restricted Subsidiary into (or with) the Borrower in a transaction in which the Borrower is the survivor; provided that (b) the merger, consolidation or amalgamation of any Restricted Subsidiary into or with any other Loan Party in a transaction in which the surviving or resulting entity is a Loan Party; and, in the case of each of the foregoing clauses (a) and (b), no Person other than the Borrower or another Loan Party receives any consideration; (c)
(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 hereofmerger, and (ii) in the case consolidation or amalgamation of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; and
(d) any CFC Restricted Subsidiary that is not a Loan Party may merge into or with any CFC 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-up or otherwise) to any other Restricted Subsidiary that is not a Loan Party.; (d) 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 Borrower and its 129 US-DOCS\117476656.1136335661.3
Appears in 1 contract
Sources: Credit Agreement (Tutor Perini Corp)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Personinto, or convey, transfer, lease or otherwise dispose of (whether in one transaction or agree to do any in a series of transactions) all or substantially all of the foregoingassets of Company and its Subsidiaries as a whole (whether now owned or hereafter acquired) to or in favor of any Person (includingincluding , in each case, pursuant to a Delaware LLC 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 Partythe Company, provided that the Loan Party Company shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan PartiesSubsidiaries, provided that when any wholly-owned Subsidiary Loan Party is merging with another Subsidiary, such Loan Party shall be the wholly-owned continuing or surviving Person or the continuing or surviving Person shall become a Loan Party;
(b) any Subsidiary may convey, transfer, lease or otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise), to the Company or to another Subsidiary; provided that (i) if the transferor in such a transaction is a Loan Party, then the transferee must also be a Loan Party or shall become a Loan Party;
(c) the Loan Parties and their Subsidiaries may consummate the Grakon Acquisition;
(d) (i) the Company or (ii) any Subsidiary (other than a Borrower) may merge, amalgamate or consolidate, in each case with any other Person that is not the Company or a Subsidiary of the Company in connection with an Investment permitted under Section 7.02; provided that (x) in the case of the foregoing clause (i), the Company 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, 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 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, and (iiy) in the case of any such merger to which any Loan Party is a partythe foregoing clause (ii), such Loan Party is the continuing or surviving PersonPerson shall comply with the applicable requirements of Section 6.13; and
(de) any CFC that is not to the extent constituting a Loan Party Disposition, transactions permitted by Section 7.05 (other than Section 7.05(e)) may merge into any CFC that is not a Loan Partybe consummated.
Appears in 1 contract
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the foregoing) (including, in each 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 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, 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 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 0 hereof, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; and
(d) any CFC that is not a Loan Party may merge into any CFC that is not a Loan Party.
Appears in 1 contract
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (including, in each case, pursuant to a Division)Person, except that, so long as no Designated Default or other Event of Default shall have occurred then exists and be continuing prior to or immediately no Event of Default would result from such transaction after giving effect Pro Forma Effect to any action described below or would result therefromsuch transaction:
(a) any Subsidiary which is not a each Loan Party may merge with any other Person (other than another Loan Party); provided that (i) a Loan Party, provided that the such Loan Party shall be the continuing or surviving Person, and (ii) immediately after giving effect to such merger such surviving Loan Party shall affirm its Obligations hereunder in a writing to the Lender Parties satisfactory to the Administrative Agent;
(b) any Subsidiary of the Company may merge with (i) the Company, provided that the Company shall be the continuing or surviving Person and promptly after giving effect to such merger the Company shall reaffirm its Obligations hereunder in a writing to the Lender Parties satisfactory to the Administrative Agent, or (ii) any one or more other such Subsidiaries which are not Loan Parties, provided that when or 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 a Borrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving other Person;
(c) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party the Company (other than the Designated Borrowers) may merge with Dispose of all or into substantially all of its assets (upon voluntary liquidation, dissolution or consolidate with otherwise) to the Company or to any other 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, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; and
(d) any CFC that is not the Facility Guarantor may Dispose of all or substantially all of its assets to the Company or a Loan Party may merge into any CFC that is not a Loan PartySubsidiary of the Company.
Appears in 1 contract
Fundamental Changes. MergeOther than in order to consummate a Permitted Acquisition, no Loan Party shall, nor shall it permit any Subsidiary to, merge, amalgamate, dissolve, liquidate, wind up, consolidate with or into another Person, (or agree to do any of the foregoing) (including, in each case, pursuant be a party to a Division)statutory division, 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 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, any Borrower; provided that the Loan Party such Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, Subsidiaries; provided that when any wholly-owned Subsidiary that is a Loan Party is merging or amalgamating with another Subsidiary, the wholly-owned Subsidiary a Loan Party shall be the continuing or surviving Person;; or
(bi) any Subsidiary which that is not a Loan Party may merge merge, amalgamate or consolidate with or into any other Subsidiary which that is not a Loan Party, and (ii) any Loan Party may merge, amalgamate or into a Borrowerconsolidate with any other Loan Party (other than the Company), provided that in any merger involving (x) if a BorrowerBorrower is a party thereto, a Borrower shall be the continuing or surviving Person;
Person and (cy) in connection with if the Administrative Borrower is a Permitted Acquisitionparty thereto, any Subsidiary of a Loan Party may merge with or into or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it; provided that (i) the Person surviving such merger Administrative Borrower 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, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the continuing or surviving Person; and
(d) any CFC that is not a Loan Party may merge into any CFC that is not a Loan Party.
Appears in 1 contract
Fundamental Changes. Merge(a) No Loan Party will, dissolvenor will it permit any Subsidiary to, liquidate, merge into or consolidate with or into another any other Person, (or agree permit any other Person to do any of the foregoing) (includingmerge into or consolidate with it, in each case, pursuant to a Division)or liquidate or dissolve, except that, so long as if at the time thereof and immediately after giving effect thereto 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) any Borrower and any Subsidiary of a Loan PartyBorrower may merge into a Borrower in a transaction in which a Borrower is the surviving Person, provided that if one of the Loan Party shall be parties is the continuing or Company, the Company is the surviving Person, or (ii) any one or more Loan Party (other Subsidiaries than a Borrower) may merge into any Loan Party in a transaction in 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 entity is a Loan Party may merge into and (iii) 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 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, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; and
(d) any CFC that is not a Loan Party may merge into liquidate or dissolve if the Borrowers determine in good faith that such liquidation or dissolution is in the best interests of the Borrowers and is not materially disadvantageous to the Lenders; provided that any CFC such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.4.
(b) No Loan PartyParty will, nor will it permit any of its Subsidiaries to, engage in any business other than businesses of the type conducted by the Borrowers and their Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.
(c) No Loan Party will change the end of its fiscal year to be something other than the last day of January of each year.
Appears in 1 contract
Fundamental Changes. Merge, dissolve, liquidate, liquidate or consolidate with or into another Person, (or agree to do any of the foregoing) (including, in each 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:
that (a) the Borrower may merge or consolidate with any of its Subsidiaries; provided that the Borrower shall be the continuing or surviving Person, (b) any Subsidiary which may be merged or consolidated with or into any other Subsidiary; provided, further, that if such merger or consolidation is not with respect to a Loan Party may merge with (i) Subsidiary that is a Loan Party, provided that the then either such Loan Party shall be the continuing or surviving Person or such surviving Person shall become a Loan Party promptly after such merger or consolidation, (c) the Borrower or any of its Subsidiaries may merge or consolidate with any other Person; provided that (i) if the Borrower is a party to such transaction, the Borrower is the continuing or surviving Person and (ii) any one or more other Subsidiaries which are not Loan Parties, provided that when any wholly-owned if such Subsidiary is merging with another Subsidiarya Loan Party, the wholly-owned Subsidiary then either such Loan Party 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, 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 or permit any other Person to merge with or into or consolidate with it; provided that (i) the Person such 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 hereofpromptly after such merger or consolidation, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; and
(d) any CFC that is not a Loan Party may merge into any CFC that is not Subsidiary (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 have a Material Adverse Effect, and (e) the Borrower may participate in such mergers and consolidations as may be necessary to consummate the Assumption contemplated by Section 11.06(g).
Appears in 1 contract
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (including, in each case, pursuant to a Division)Person, except that, so long as (A) no Default exists or Event of Default shall have occurred would result therefrom and be continuing prior to or (B) immediately after giving effect to any action described below or would result therefromsuch transaction, the aggregate book value of all equipment and real property and improvements thereto located in the United States of America subject to the first priority Lien of the Administrative Agent for the benefit of itself and the Lenders securing the Obligations hereunder is not less than $400,000,000:
(a) any Subsidiary which is not a Loan Party Holdings 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 with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving PersonBorrower;
(b) any Subsidiary which is a Loan Party of the Borrower may 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 or permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately after giving effect thereto, 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 corporation;
(c) 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);
(d) 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; and
(e) in connection with any acquisition permitted under Section 7.03, any 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 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, 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) any CFC that is not a Loan Party may merge into any CFC that is not a Loan Party.
Appears in 1 contract
Sources: Credit Agreement (Spansion Inc.)
Fundamental Changes. Merge, amalgamate, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (including, in each case, pursuant to a Division)Person, 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 exists or would result therefrom:
(a) (i) any Domestic Subsidiary which is not a Loan Party may merge with Holdings or any other U.S. Loan Party (i) a so long as Holdings or such U.S. Loan Party, provided that as the Loan Party case may be, shall be the continuing or surviving PersonPerson (and, 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, so long as in 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 a Borrower, provided that in case of any merger involving a Borrower, a Borrower shall be is the continuing or surviving Person;
)); (cii) in connection with a Permitted Acquisition, any Subsidiary of a Foreign Loan Party may merge or amalgamate with or into or consolidate with any other Person Foreign Loan Party of the same Group; (iii) any Foreign Subsidiary of Holdings (other than a Foreign Loan Party) may be merged or permit any other Person to merge amalgamated with or into any Domestic Subsidiary or consolidate with it; Foreign Subsidiary of Holdings (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, and (ii) in the case of any such merger to which any or amalgamation involving a Loan Party is a partyParty, 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
and (div) any CFC Subsidiary of Holdings that is not a Loan Party may merge into any CFC 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) 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 be the continuing or surviving Person and (ii) in any such transaction involving a Guarantor, the continuing or surviving Person shall be a Guarantor of the same Group as the relevant Guarantor; and
(d) (i) any Domestic Subsidiary of Holdings (other than a Loan Party) may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution or otherwise) to any wholly-owned Domestic Subsidiary of Holdings, (ii) any U.S. Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution or otherwise) to any other U.S. Loan Party, (iii) any Foreign Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution or otherwise) to any other Foreign Loan Party of the same Group and (iv) any Foreign Subsidiary of Holdings (other than a Foreign Loan Party) may Dispose of all or substantially all of its assets (upon voluntary liquidation, US-DOCS\70212156.16 dissolution or otherwise) to any wholly-owned Foreign Subsidiary of Holdings or Domestic Subsidiary of Holdings.
Appears in 1 contract
Sources: Credit Agreement (ACCO BRANDS Corp)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the foregoing) (including, in each 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 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, a 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 or permit any other Person to merge with or into or consolidate with it; provided 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 6.12 hereof, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; and
and (d) any CFC that is not a Loan Party may merge into any CFC that is not a Loan Party.
Appears in 1 contract
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the foregoing) (including, in each 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 Restricted 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 Restricted Subsidiaries which are not Loan Parties, provided that when any wholly-owned Restricted Subsidiary is merging with another Restricted Subsidiary, the wholly-owned Restricted Subsidiary shall be the continuing or surviving Person;
(b) any Restricted Subsidiary which is a Loan Party may merge into any other Restricted Subsidiary which is a Loan Party or into a the Borrower, provided that in any merger involving a the Borrower, a the 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 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 Restricted Subsidiary of a Loan Party and such Person shall become a Loan Party in accordance with the provisions of Section 6.11 hereof, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; and
(d) any CFC that is not a Loan Party may merge into any CFC that is not a Loan Party.
Appears in 1 contract
Sources: Credit Agreement (Citi Trends Inc)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (including, in each case, pursuant to a Division)Person, 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 exists or would result therefrom:
(a) any Subsidiary which is not a Loan Party may merge with (i) a Loan Partythe Parent, provided that the Loan Party Parent shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan PartiesSubsidiaries, provided that when any wholly-owned Subsidiary is merging if a Borrower merges with another Subsidiary, the wholly-owned Subsidiary such Borrower shall be the continuing or surviving Person;
(b) any Subsidiary which may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent or to another Subsidiary, provided that if the transferor in such a transaction 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, a Borrower shall then the transferee must either be the continuing Parent or surviving Personthe other Borrower;
(c) in connection with a Permitted Acquisition, any Subsidiary of (other than a Loan Party Borrower or a Material Subsidiary) may merge merge, dissolve, liquidate, consolidate with or into another Person subject to compliance with Section 7.11, if applicable, or consolidate with any other Person Dispose of (whether in one transaction or permit any other Person in a series of transactions) all or substantially all of its assets (upon voluntary liquidation or otherwise) (whether now owned or hereafter acquired) 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, and (ii) in the case favor of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; and
(di) any CFC that is not a Loan Party Borrower may merge into with any CFC that other Person (including a Material Subsidiary) so long as such Borrower is not the surviving entity and such merger complies with Section 7.11, if applicable; and (ii) a Material Subsidiary may merge with any other Person (other than a Loan Party) so long as the Material Subsidiary is the surviving entity and such merger complies with Section 7.11, if applicable.
Appears in 1 contract
Sources: Senior Unsecured Term Loan Credit Agreement (Avnet Inc)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (including, in each case, pursuant to a Division)Person, 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 exists or would result therefrom:
(a) any Subsidiary which is not a Loan Party may merge with (i) a Loan Party, the Company; provided that the Loan Party Company shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan PartiesSubsidiaries, provided that when any wholly-owned Subsidiary Loan Party is merging with another Subsidiary, the wholly-owned Subsidiary such Loan Party shall be the continuing or surviving Person;
(b) any Subsidiary which is a Loan Party may merge into any Subsidiary which is Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Loan Party or into a Borrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving PersonParty;
(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 a any Permitted Acquisition, any Subsidiary of a Loan Party the Company may merge with or into or consolidate with any other 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 whollyWholly-owned Owned Subsidiary of a Loan Party and such Person shall become a Loan Party in accordance with the provisions of Section 6.11 hereof, Company and (ii) in the case of any such merger to which any Loan Party (other than the Company) is a party, such Loan Party is the surviving Person; and
(de) so long as no Default has occurred and is continuing or would result therefrom, each of the Company and any CFC that is not a Loan Party of its Subsidiaries may merge into or consolidate with any CFC other Person or permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately after giving effect thereto (i) in the case of any such merger to which the Company is not a Loan Party.party, the Company
Appears in 1 contract
Sources: Credit Agreement (Bioverativ Inc.)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the foregoing) (including, in each case, pursuant to a Division), except that, so long as no Default or Event of Default shall have occurred and or be continuing prior to or immediately after giving effect to any action described below continuing, or would result therefrom:
(a) any Subsidiary which is not of a Loan Party may merge or consolidate with or liquidate or dissolve into such Loan Party; provided, that (i) a Loan Party, provided that the if such 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 a Borrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing 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 continuing or surviving Person, and (iii) in any other case, a Loan Party shall be the continuing or surviving Person;
(cb) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may merge with or into or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it; provided provided, that (i) if such Loan Party is a Borrower, 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 hereofBorrower, and (ii) in the case of any such merger to which any Loan Party is a party, if such Loan Party is not a Mexican Subsidiary, the Person surviving Personsuch merger shall be a Loan Party that is not a Mexican Subsidiary, and (iii) in any other case, the Person surviving such merger shall be a Loan Party; and
(dc) any CFC Subsidiary that is not a Loan Party may merge into any CFC other Subsidiary that is not a Loan Party; provided that, when any wholly-owned Subsidiary is merging with another Subsidiary that is not wholly-owned, the wholly-owned Subsidiary shall be the continuing or surviving Person.
Appears in 1 contract
Sources: Credit Agreement (Landec Corp \Ca\)
Fundamental Changes. Merge, dissolve, liquidate, amalgamate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (including, in each case, pursuant to a Division), except Person; provided that, so long as no Default or Event notwithstanding the foregoing provisions of Default shall have occurred this Section 8.04 but subject to the terms of Sections 7.12 and be continuing prior to or immediately after giving effect to any action described below or would result therefrom:
7.14, (a) the Parent Borrower may merge or consolidate with any Subsidiary which is not of its Subsidiaries (other than the Canadian Borrower); provided, that, the Parent Borrower shall (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 (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 Loan Party (other than any Borrower) may merge merge, amalgamate or consolidate with any other Loan Party (i) other than any Borrower); provided, that, if an Unlimited Loan Party is a Loan Party, provided that the party thereto then an Unlimited Loan Party shall be the continuing or surviving Person, corporation or other legal entity (including by way of amalgamation) and (ii) any one a Loan Party organized under the laws of the United States shall only do so with a Loan Party organized under the laws of the United States and a Loan Party organized under the laws of Canada or more other Subsidiaries which are not a province or territory thereof shall only do so with a Loan Parties, provided that when any wholly-owned Subsidiary is merging with another SubsidiaryParty organized under the laws of Canada, the wholly-owned United States or a province, state or territory thereof, (d) any Foreign Subsidiary that is not a 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 Person;
corporation (bor other legal entity) and (ii) a Foreign Subsidiary 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 which that is not a Loan Party may merge be merged, amalgamated or consolidated with or into any other Foreign Subsidiary which 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 Party, the Parent Borrower or into a Borrower, provided that in any merger involving a Borrower, a Subsidiary of the Parent Borrower shall be the continuing may merge or surviving Person;
(c) 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 may merge with or into or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it; provided that (i) the Person surviving if 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, and (ii) in the case of any such merger to which any Loan Party is a partyForeign Subsidiary) prior to such dissolution, such Loan Party is the surviving Person; and
(d) any CFC that is not a Loan Party may merge into any CFC that is not a Loan Partyliquidation, or winding up.
Appears in 1 contract
Sources: Credit Agreement (Montrose Environmental Group, Inc.)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do any or in favor of the foregoing) (including, in each case, pursuant to a Division)Person, 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 exists or would result therefrom:
(a) any Subsidiary which is not a Loan Party may merge with (i) a Loan Partythe Borrower, provided that the Loan Party Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan PartiesSubsidiaries, provided that when any wholly-owned Subsidiary Guarantor is merging with another Subsidiary, the wholly-owned Subsidiary a Guarantor shall be the continuing or surviving PersonPerson unless at the time of such merger an Investment in an amount equal to the fair market value of the applicable Guarantor would be permitted to be made under Section 7.03(b)(iv);
(b) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party or into a Borrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving PersonParty;
(c) any Subsidiary which 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 (including, for the avoidance of doubt, as a result of a Disposition which is in the nature of a liquidation); and
(d) in connection with a Permitted Acquisitionany Acquisition permitted under Section 7.03(f), any Subsidiary of a Loan Party the Borrower may merge with or into or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it; provided that and
(ie) the Person surviving such merger shall be a wholly-owned Any Subsidiary of a Loan Party and such Person shall become a Loan Party may engage in accordance transactions in connection with the provisions of Section 6.11 hereof, Transactions and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving PersonReorganization Transactions.; and
(df) the Borrower or any CFC that is not a Loan Party Subsidiary may merge into any CFC that is not a Loan Partymake Dispositions permitted by Section 7.05.
Appears in 1 contract
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (including, in each case, pursuant to a Division)Person, 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 exists or would result therefrom:
(a) any Subsidiary which is not a Loan Party may merge with (i) a Loan Partythe Borrower, provided that the Loan Party Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan PartiesSubsidiaries, provided that when any wholly-owned Subsidiary Guarantor is merging with another SubsidiarySubsidiary that is not a Guarantor, the wholly-owned Subsidiary Guarantor 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 Subsidiary which that 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, a Borrower shall be the continuing or surviving PersonParty;
(c) any Subsidiary which is not a Loan Party may dispose of all or substantially all its assets to (i) another Subsidiary that is not a Loan Party or (ii) to a Loan Party for no consideration, or, in the case of this clause (ii), pursuant to a Disposition which is in the nature of a liquidation; and
(d) in connection with a Permitted Acquisitionany acquisition permitted under Section 7.03, any Subsidiary of a Loan Party the Borrower may merge with or into or consolidate with any other 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-wholly owned Subsidiary of a Loan Party and such Person shall become a Loan Party the Borrower; provided, however, that in accordance with the provisions of Section 6.11 hereofeach case, and (ii) immediately after giving effect thereto, in the case of any such merger to which any Loan Party the Borrower is a party, such Loan Party the Borrower is the surviving Person; and
(d) any CFC that is not a Loan Party may merge into any CFC that is not a Loan Partycorporation.
Appears in 1 contract
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (including, in each case, pursuant to a Division)Person, 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 exists or would result therefrom:
(a) any Subsidiary which is not a Loan Party (other than the Borrower) may merge with (i) a Loan Partythe Borrower, provided that the Loan Party Borrower 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, Parties (other than the wholly-owned Subsidiary shall be the continuing or surviving PersonBorrower);
(b) any Subsidiary which is a Loan Party (other than the Borrower) may merge into any Subsidiary which is a Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party or into a Borrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving PersonParty;
(c) in connection with a Permitted Acquisition, any Subsidiary of 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) any Subsidiary of the Borrower (i) may dissolve, liquidate or wind up its affairs at any time; provided that (x) if such Subsidiary is a Loan Party, then prior to such dissolution, liquidation or winding up, all assets of such Subsidiary shall be transferred to a Loan Party and (y) such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect; and
(e) in connection with any Permitted Acquisition permitted under Section 7.03, any wholly-owned Subsidiary of the Borrower may merge with or into or consolidate with any other 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 Loan Party and 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, 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; and
(d) any CFC that is not a Loan Party may merge into any CFC that is not a Loan Party.
Appears in 1 contract
Sources: Credit Agreement (Benihana Inc)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (including, in each case, pursuant to a Division)Person, 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 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 or to another Loan Party;
(b) any Loan Party may merge into or consolidate with Borrower or another Loan Party;
(c) any Subsidiary which that is not a Loan Party may merge with 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, provided that the Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not to a Loan Parties, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving PersonParty;
(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, a Borrower shall be the continuing or surviving Person;
(cd) in connection with a any Permitted Acquisition, any Subsidiary of a Loan Party the Borrower may merge with or into or consolidate with any other 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, 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
(de) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any CFC that is not a Loan Party of its Subsidiaries may merge into or consolidate with any CFC other Person or permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately after giving effect thereto (i) in the case of any such merger to which the Borrower is not a party, the Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan PartyParty (other than the Borrower) is a party, such Loan Party is the surviving corporation.
Appears in 1 contract
Sources: Credit Agreement (Sciquest Inc)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) Person (including, in each case, pursuant to a Delaware LLC 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 at the time of any action described below or would result therefrom:
(a) any Subsidiary which is not a Loan Party or F&C may merge with (i) a any Loan Party, provided that the such Loan Party shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan Parties, of the Borrower; provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the such wholly-owned Subsidiary shall be the continuing or surviving Person;
(b) any Subsidiary which is a Loan Party (other than the Borrower) may merge into any Subsidiary which is a 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 or into a Borrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving PersonF&C);
(c) in connection with a Permitted Acquisition, any Subsidiary of 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 (other than Holdings or F&C); and
(d) in connection with any acquisition permitted under Section 7.03, the Borrower or any Subsidiary of the Borrower may merge with or into or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it; provided that (i) in the Person surviving case of any such merger shall be to which the Borrower is a wholly-owned Subsidiary of a Loan Party and such Person shall become a Loan Party in accordance with party, the provisions of Section 6.11 hereofBorrower is the surviving Person, 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
Person (diii) in the case of any CFC that such merger to which a wholly-owned Subsidiary of the Borrower is not a Loan Party may merge into party, such wholly-owned Subsidiary is the surviving Person and (iv) in any CFC that is not other case, the Person surviving such merger shall be a Loan PartySubsidiary of the Borrower.
Appears in 1 contract
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (including, in each case, pursuant to a Division)Person, except that, so long as no Designated Default or other Event of Default shall have occurred then exists and be continuing prior to or immediately no Event of Default would result from such transaction after giving effect Pro Forma Effect to any action described below or would result therefromsuch transaction:
(a) any Subsidiary which is not a each Loan Party may merge with any other Person (other than the other Loan Party); provided, that (i) a Loan Party, provided that the such Loan Party shall be the continuing or surviving Person, and (ii) immediately after giving effect to such merger such surviving Loan Party shall affirm its Obligations hereunder in a writing to the Lender Parties satisfactory to the Administrative Agent;
(b) any Subsidiary of the Borrower may merge with (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person and promptly after giving effect to such merger the Borrower shall reaffirm its Obligations hereunder in a writing to the Lender Parties satisfactory to the Administrative Agent, or (ii) any one or more other such Subsidiaries which are not Loan Parties, provided that when or 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 a Borrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving other Person;
(c) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party the Borrower may merge with Dispose of all or into substantially all of its assets (upon voluntary liquidation, dissolution or consolidate with otherwise) to the Borrower or to any other 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, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; and
(d) any CFC that is not the Guarantor may Dispose of all or substantially all of its assets to the Borrower or a Loan Party may merge into any CFC that is not a Loan PartySubsidiary of the Borrower.
Appears in 1 contract
Fundamental Changes. MergeEach of Parent and Borrower shall not, nor shall it permit any other Loan Party to, directly or indirectly, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) Person (includingany such transaction, in each case, pursuant to a Division“Fundamental Change”), except that, so long as no Default or Event of Default shall have has occurred and be is 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 Parent or Borrower) may merge with (i) a Loan PartyParent or Borrower, provided that the Loan Party Parent or Borrower, as applicable, shall be the continuing or surviving Person, or (ii) any one other Loan Party, or more (iii) any other Subsidiaries which are Person provided that, if it owns a Borrowing Base Property and is not Loan Partiesthe surviving entity, provided that when any wholly-owned Subsidiary is merging then Borrower has complied with another Subsidiary, Section 4.09 to remove such Borrowing Base Property from the wholly-owned Subsidiary shall be the continuing or surviving PersonBorrowing Base;
(b) any Subsidiary which is a Loan Party (other than Parent or Borrower) may merge into any Subsidiary which is a Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to another Loan Party or into a Borrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving PersonParty;
(c) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party may Dispose of a Property owned by such Loan Party in the ordinary course of business and for fair value; provided that if such Property is a Borrowing Base Property, then Borrower shall have complied with Section 4.09;
(d) Parent or Borrower may, directly or indirectly, merge with or into or consolidate with any other Person or permit any other Person to merge with or into or consolidate with it; provided that so long as (i) the Person surviving such merger Parent or Borrower 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, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; and
(d) any CFC that is not a Loan Party may merge into any CFC that is not a Loan Party.survivor thereof;
Appears in 1 contract
Sources: Credit Agreement (American Realty Capital Properties, Inc.)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (including, in each case, pursuant to a Division)Person, 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 exists or would result therefrom:
(a) any Subsidiary which is not a Loan Party may merge with (i) a Loan Partyany Borrower or Holdings, provided that the Loan Party applicable Borrower or Holdings, as applicable, shall be the continuing or surviving Person, Person or (ii) any one or more other Subsidiaries which are not Loan PartiesSubsidiaries, provided that when any wholly-owned Subsidiary Loan Party is merging with another Subsidiaryany Subsidiary that is not a Loan Party, the wholly-owned Subsidiary such Loan Party shall be the continuing or surviving Person;
(b) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Lead Borrower or to another Loan Party or into a Borrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving PersonParty;
(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 a Permitted Acquisitionany acquisition permitted under Section 7.03, any Subsidiary of a Loan Party Holdings (subject to clause 7.04(e) below) may merge with or into or consolidate with any other 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, Holdings 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 would result therefrom, any 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, however, that in each case, immediately after giving effect thereto (i) in the case of any such merger to which the Lead Borrower is a party, the Lead Borrower is the surviving corporation and (ii) in the case of any such merger to which any Loan Party (other than the Lead Borrower) is a party, such Loan Party is the surviving corporation; and
(df) any CFC that merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is not to effect a Loan Party may merge into Disposition permitted pursuant to Section 7.05. For the avoidance of doubt, the Lead Borrower shall always survive any CFC that such merger to which the Lead Borrower is not a Loan Partyparty.
Appears in 1 contract
Sources: Credit Agreement (Novanta Inc)
Fundamental Changes. 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 purchase or otherwise acquire all or substantially all of the assets of any Person (or agree to do any division thereof) whether in one transaction or a series of the foregoing) (including, in each case, pursuant to a Division)transactions, 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 exists or would result therefrom:
(a) any US Subsidiary which is not a Loan Party may merge with (i) a Loan Party, the Company; provided that the Loan Party Company shall be the continuing or surviving Person, Person or (ii) any one or more other Subsidiaries which are not Loan Parties, US Subsidiaries; provided that when any wholly-owned Subsidiary Loan Party is merging with another SubsidiaryUS Subsidiary that is not a Subsidiary Loan Party, the wholly-owned Subsidiary Loan Party shall be the continuing or surviving Person;
(b) any Foreign Subsidiary which is a Loan Party may merge into with any Subsidiary which is a Loan Party one or into a Borrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving Personmore other Foreign Subsidiaries;
(c) in connection with a Permitted Acquisition, any Subsidiary may Dispose of all or substantially all its assets (upon voluntary liquidation or otherwise) to the Company or to another Subsidiary; provided that if the transferor in such a transaction is any Borrower (other than the Company) or any Subsidiary Loan Party, then the transferee must either be a Borrower or a Subsidiary Loan Party that is party to the Guaranty Agreement;
(d) the Company and any Subsidiary may make Investments permitted under Section 6.02 and Permitted Acquisitions; and
(e) the Company may merge with or and into or consolidate with any other Person or permit any other Person to merge with or into or consolidate with ita US Subsidiary; provided that (i) the Person surviving Company shall notify the Facility Agent not less than thirty days prior to 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, event and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; and
(d) entity shall, if applicable, assume the obligations of the merged entity pursuant to this Agreement or any CFC that is not a of the other Loan Party Documents and shall execute such documents and agreements as may merge into any CFC that is not a Loan Partybe reasonably required by the Facility Agent.
Appears in 1 contract
Sources: Credit Agreement (Pall Corp)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (including, in each case, pursuant to a Division), except Person; provided that, so long as no Default or Event notwithstanding the foregoing provisions of Default shall have occurred this Section 8.04 but subject to the terms of Sections 7.12 and be continuing prior to or immediately after giving effect to any action described below or would result therefrom:
7.14, (a) any Subsidiary which is not a Loan Party the Company may merge or consolidate with (i) a Loan Party, any of its Subsidiaries provided that the Company shall be the continuing or surviving Person, (b) any Domestic Loan Party other than the Company may merge 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, or (iid) any one Foreign Subsidiary may be merged or more consolidated with or into any other Subsidiaries which are not Loan Parties, Foreign Subsidiary; provided that when if any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person;
(b) any Subsidiary which such Person 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 Designated Borrower, a Designated Borrower shall be the continuing or surviving Person;
, (ce) in connection with a Permitted Acquisition, any Subsidiary of a Loan Party the Company may merge with or into or consolidate with any other 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, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; and
(d) any CFC that is not a 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 of the Company (other than any Designated 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 (h) FTI US LLC may merge with and into any CFC that is not a Loan PartyFTI International LLC, with FTI International LLC being the continuing or surviving Person.
Appears in 1 contract
Fundamental Changes. MergeWind-up, dissolve, liquidateliquidate or dissolve (or permit or suffer any Subsidiary thereof) or merge, consolidate or amalgamate with or into another any Person, convey, sell, lease or sublease, transfer or otherwise dispose of, whether in one transaction or a series of related transactions, all or any part of their business, property or assets, whether now owned or hereafter acquired, or (agree to do any of the foregoing) or purchase or otherwise acquire, whether in one transaction or a series of related transactions, all or substantially all of the assets of any Person (or any division thereof) (or agree to do any of the foregoing), or permit any of their Subsidiaries to do any of the foregoing; PROVIDED, HOWEVER, that (i) (including, in each case, pursuant to a Division), except thatx) any Subsidiary of the Parent may be merged into the Parent or another Loan Party that is wholly owned by the Parent or may consolidate with the Parent or another Loan Party that is wholly owned by the Parent and (y) any Borrower may be merged into another Borrower or may consolidate with another Borrower, so long as (A) the Parent gives the Agent at least 60 days' prior written notice of such merger or consolidation, (B) no Default or Event of Default shall have occurred and be continuing prior either before or after giving effect to such transaction, (C) the Lenders' rights in any Collateral, including, without limitation, the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger or consolidation, and (D) the surviving entity is a party to this Agreement or a Guaranty and a Security Agreement, in each case which is in full force and effect on the date of and 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 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 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, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; and
(d) any CFC that is not a Loan Party may merge into any CFC that is not a Loan Party.or consolidation;
Appears in 1 contract
Sources: Financing Agreement (High Voltage Engineering Corp)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, (or agree to do any of the foregoing) (including, in each 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 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 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 a the Borrower, provided that provided, that, in any merger involving a the Borrower, a the 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 or permit any other Person to merge with or into or consolidate with it; provided that 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, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; and
(d) any CFC that is not a Loan Party may merge into any CFC that is not a Loan Party.
Appears in 1 contract
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (including, in each case, pursuant to a Division)Person, 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 exists or would result therefrom:
(a) any Subsidiary which is not a Loan Party Borrower may merge with (i) a Loan Partyany one or more other Borrowers, provided that any such merger involving Pacer shall result in Pacer being the Loan Party surviving Person, or (ii) any other Person so long as (A) such Borrower shall be the continuing or surviving Person and (B) immediately prior to, and immediately after and giving effect thereto, no Default or Event of Default exists;
(b) any Subsidiary may merge into or consolidate with (i) any Borrower, provided that such Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan PartiesSubsidiaries, provided that when any wholly-owned Subsidiary Guarantor 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 a Borrower, provided that in any merger involving a Borrower, a Borrower Guarantor shall be the continuing or surviving Person;
(c) in connection with a Permitted Acquisition, any Subsidiary may Dispose of a Loan Party may merge with all or into substantially all of its assets (upon voluntary liquidation or consolidate with otherwise) to any other Person Borrower or permit any other Person to merge with or into or consolidate with itanother Subsidiary; provided that (i) if the Person surviving transferor in such merger shall a transaction is a Guarantor, then the transferee must either be a wholly-owned Subsidiary of Borrower or a Loan Party and such Person shall become a Loan Party in accordance with the provisions of Section 6.11 hereof, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving PersonGuarantor; and
(d) any CFC that is not a Loan Party Borrower or any Subsidiary may merge into make any CFC that is not a Loan PartyInvestment permitted by Section 7.02.
Appears in 1 contract
Fundamental Changes. Merge, amalgamate, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (including, in each case, pursuant to a Division)Person, 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 exists or would result therefrom:
(a) (i) any Domestic Subsidiary which is not a Loan Party may merge with Holdings or any other U.S. Loan Party (i) a so long as Holdings or such U.S. Loan Party, provided that as the Loan Party case may be, shall be the continuing or surviving PersonPerson (and, 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, so long as in 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 a Borrower, provided that in case of any merger involving a Borrower, a Borrower shall be is the continuing or surviving Person;
)); (cii) in connection with a Permitted Acquisition, any Subsidiary of a Foreign Loan Party may merge or amalgamate with or into or consolidate with any other Person Foreign Loan Party of the same Group; (iii) any Foreign Subsidiary of Holdings (other than a Foreign Loan Party) may be merged or permit any other Person to merge amalgamated with or into any Domestic Subsidiary or consolidate with it; Foreign Subsidiary of Holdings (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, and (ii) in the case of any such merger to which any or amalgamation involving a Loan Party is a partyParty, 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
and (div) any CFC Subsidiary of Holdings that is not a Loan Party may merge into any CFC 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) 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 be the continuing or surviving Person and (ii) in any such transaction involving a Guarantor, the continuing or surviving Person shall be a Guarantor of the same Group as the relevant Guarantor; and
(d) (i) any Domestic Subsidiary of Holdings (other than a Loan Party) may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution or otherwise) to any wholly-owned Domestic Subsidiary of Holdings, (ii) any U.S. Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution or otherwise) to any other U.S. Loan Party, (iii) any Foreign Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution or otherwise) to any other Foreign Loan Party of the same Group and (iv) any Foreign Subsidiary of Holdings (other than a Foreign Loan Party) may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution or otherwise) to any wholly-owned Foreign Subsidiary of Holdings or Domestic Subsidiary of Holdings.
Appears in 1 contract
Sources: Credit Agreement (ACCO BRANDS Corp)
Fundamental Changes. MergeNo Credit Party will, nor will any Credit Party permit any of its Subsidiaries to, dissolve, liquidate, merge, amalgamate or consolidate with or into another Person, any other Person (or agree to do any other than the merger of Merger Sub into the foregoing) (including, in each case, Company pursuant to a Divisionthe Target Acquisition), except that, so long as if no Default or Event of Default shall have occurred and be continuing prior to then exist or immediately after giving effect thereafter shall begin to any action described below or would result therefromexist:
(a) any a Domestic Subsidiary which is not a Loan Party may merge merge, amalgamate or consolidate with or into (i) a Loan Party, Borrower (provided that the Loan Party such Borrower shall be the continuing or surviving Person), or (ii) any one or more other Subsidiaries which are not Loan Parties, Guarantors (provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary a Guarantor shall be the continuing or surviving Person);
(b) any a Domestic Subsidiary which is (other than a Loan Party Credit Party) may merge merge, amalgamate or consolidate with or into any other Domestic Subsidiary which is (other than a Loan Party Credit Party);
(c) a Foreign Subsidiary may merge, amalgamate or consolidate with or into another Foreign Subsidiary or a BorrowerBorrower or a Guarantor (provided that, provided that in any merger merger, amalgamation or consolidation involving a BorrowerBorrower or a Guarantor, a Borrower or Guarantor shall be the continuing or surviving Person);
(cd) in connection with any Wholly-Owned Subsidiary may be dissolved or liquidated so long as such Subsidiary is not, at the time, a Permitted AcquisitionCredit Party or, any Subsidiary if it is a Credit Party at such time, all assets and interests of a Loan such Subsidiary, are transferred to another Credit Party on or before the time of its dissolution or liquidation;
(e) Acquisitions may merge with or into or consolidate with any other 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 effected in accordance with the provisions of Section 6.11 7.03(b) hereof, and (ii) in the case of any such merger to which any Loan Party is a party, such Loan Party is the surviving Person; and
(d) any CFC that is not a Loan Party may merge into any CFC that is not a Loan Party.
Appears in 1 contract
Sources: Credit Agreement (Nn Inc)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree to do any in a series of the foregoing) (including, in each case, pursuant to transactions and including by way of a Division)/Series Transaction) 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 shall have occurred and be continuing prior to or immediately after giving effect to any action described below exists or would result therefrom:
(a) any Subsidiary which is not a Loan Party may merge with (i) a Loan Party, the Borrower; provided that the Loan Party Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries which are not Loan PartiesSubsidiaries; provided, provided further, that when any wholly-owned Subsidiary Loan Party is merging with another SubsidiarySubsidiary that is not a Loan Party, the wholly-owned Subsidiary such Loan Party shall be the continuing or surviving Person;
(b) any Subsidiary which is a Loan Party may merge into any Subsidiary which is a Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Loan Party or into a Borrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving PersonParty;
(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 a Permitted Acquisitionany acquisition permitted under Section 7.03, any Subsidiary of a Loan Party the Borrower may merge with or into or consolidate with any other 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 the Borrower and(ii) in the case of any such merger to which any Loan Party and such is a party (other than the Borrower), the surviving Person shall be or become a Loan Party Party;
(e) any 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, that in accordance with each case, immediately after giving effect thereto (i) in the provisions case of Section 6.11 hereofany such merger to which the Borrower is a party, the Borrower is the surviving Person, and (ii) in the case of any such merger to which any Loan Party (other than the Borrower) is a party, such the surviving Person shall be or become a Loan Party or the resulting Disposition is the surviving Personpermitted by Section 7.05(g); and
(df) any CFC that is not a Loan Party on the Closing Date, Ascent Capital Group, Inc. may merge into any CFC with the Borrower; provided that is not a Loan Partythe Borrower shall be the continuing or surviving Person.
Appears in 1 contract
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or agree in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to do or in favor of any of the foregoing) (including, in each case, pursuant to a Division)Person, 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 exists or would result therefrom:
(a) any Subsidiary which is not a Loan Party may merge with Dispose of all or substantially all of its assets (iupon voluntary liquidation or otherwise) a to the Borrower or to another 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 that is not a Loan Party may merge into dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary which that is not a Loan Party or into (ii) to a Borrower, provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving PersonLoan Party;
(c) in connection with a any Permitted Acquisition, any Subsidiary of a Loan Party the Borrower may merge with or into or consolidate with any other 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, 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) the Borrower and its Subsidiaries may consummate the Merger; and
(de) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any CFC that is not a Loan Party of its Subsidiaries may merge into or consolidate with any CFC other Person or permit any other Person to merge into or consolidate with it; provided, however, that in each case, immediately after giving effect thereto (i) in the case of any such merger to which the Borrower is not a party, the Borrower is the surviving Person and (ii) in the case of any such merger to which any Loan PartyParty (other than the Borrower) is a party, such Loan Party is the surviving Person.
Appears in 1 contract