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, except that, so long as no Event of Default exists or would result therefrom: (a) any Restricted Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent or (ii) any one or more other Restricted Subsidiaries, provided, that when any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03; (i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder); (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively; (d) any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; and (e) 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(f)(A)).
Appears in 7 contracts
Sources: First Lien Credit Agreement (GMS Inc.), First Lien Credit Agreement (GMS Inc.), First Lien Credit Agreement (GMS Inc.)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of related 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 Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge merge, amalgamate or consolidate with (iA) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdictionjurisdiction in the United States), provided, ; provided that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent or (iiB) any one or more other Restricted Subsidiaries, provided, ; provided that when any Guarantor Person that is a Loan Party is merging with another a Restricted Subsidiary, (A) the Guarantor a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03Person;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and Party, (ii) any Subsidiary may liquidate or dissolve, or the Borrower or dissolve so long as any related Disposition is permitted by Section 7.05 and (iii) any Restricted Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if if, with respect to clauses (ii) and (iii), the Borrower determines in good faith that such action is in the best interest of the Borrower and its Restricted Subsidiaries and is not materially disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be a Guarantor or the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in in, or Indebtedness of of, a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(d) so long as no Event of Default has occurred and is continuing or would result therefrom, the Borrower may merge or consolidate with any other Person; provided that (i) the Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Borrower (any such Person, the “Successor Company”), (A) the Successor Company shall be an entity organized or existing under the Laws of the United States, any state thereof or the District of Columbia, (B) the Successor Company shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its Guarantee shall apply to the Successor Company’s obligations under the Loan Documents, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its obligations under the Security Agreement and other applicable Collateral Documents shall apply to the Successor Company’s obligations under the Loan Documents, (E) if reasonably requested by the Administrative Agent, each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, and (F) the Borrower shall have delivered to the Administrative Agent an officer’s certificate, stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the Borrower under this Agreement; provided, further, that the Borrower agrees to provide any documentation and other information about the Successor Company as shall have been reasonably requested in writing by any Lender through the Administrative Agent that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including Title III of the USA Patriot Act and the Beneficial Ownership Regulation;
(e) any Restricted Subsidiary may merge or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, provided that (i) the continuing or surviving Person shall be a Restricted SubsidiarySubsidiary of the Borrower, which together with each of its their Restricted Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) 6.11 and Section 6.13 to the extent constituting an Investmentrequired pursuant to the Collateral and Guarantee Requirement; provided, further, that, subject to Section 1.08, in the case of any such Investment must be merger or consolidation involving a permitted Investment in accordance with Section 7.02Loan Party, no Event of Default has occurred and is continuing or would result therefrom; and
(ef) so long as no Event of Default has occurred and is continuing 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 (other than or a Restricted Payment permitted pursuant to Section 7.05(f)(A))7.06.
Appears in 7 contracts
Sources: Credit Agreement (Avantor, Inc.), Credit Agreement (Avantor, Inc.), Credit Agreement (Avantor, Inc.)
Fundamental Changes. Merge, dissolve, liquidate, liquidate or consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary which is not a Loan Party may merge or consolidate with (i) the Borrower (including a mergerLoan Party, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, provided that the Borrower Loan Party shall be the continuing or surviving Person or the non-Loan Party surviving Person such merger shall be a Person organized and existing under execute such documentation as the laws Agent may reasonably request to confirm its assumption of the United States or any state thereof and shall expressly assume the obligations of such Loan Party under the Borrower pursuant to documents reasonably acceptable to the Administrative Agent Loan Documents, or (ii) any one or more other Restricted SubsidiariesSubsidiaries which are not Loan Parties, provided, provided that when any Guarantor Restricted Subsidiary is merging with another Restricted Subsidiary, (A) the Guarantor shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(d) any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, that (i) the continuing or surviving Person shall be a Restricted Subsidiary;
(b) any Loan Party may merge into or consolidate with another Loan Party, which together provided that in any merger involving a Borrower, a Borrower shall be the continuing or surviving Person;
(c) in connection with each a Permitted Acquisition, any Subsidiary of its Subsidiaries, 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 have complied be a wholly-owned Subsidiary of a Loan Party and such Person shall become a Loan Party to the extent required in accordance with the requirements provisions of Section 6.12 or 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 or the Person surviving such merger shall execute such documentation as the Agent may reasonably request to confirm its assumption of the obligations of such Loan Party under the Loan Documents;
(d) any Restricted Subsidiary may liquidate or dissolve into its parent entity to the extent constituting an Investment, the Lead Borrower reasonably determines that the continued existence of such Investment must be a permitted Investment Subsidiary is no longer in accordance with Section 7.02the best interests of the Lead Borrower and its Restricted Subsidiaries; and
(e) so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect thereto, in connection with a mergerPermitted Disposition of a Restricted Subsidiary, dissolution, liquidation, consolidation such Subsidiary may merge or Disposition, the purpose of which consolidate into any Person that is to effect not a Disposition permitted pursuant to Section 7.05 (other than Section 7.05(f)(A))Subsidiary.
Appears in 6 contracts
Sources: Credit Agreement (Lands' End, Inc.), Credit Agreement (Lands' End, Inc.), Credit Agreement (Lands' End, Inc.)
Fundamental Changes. MergeNeither the Borrower nor any of the Restricted Subsidiaries shall 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 PersonPerson (other than as part of the Transactions), except that, so long as no Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge merge, amalgamate or consolidate with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdictionjurisdiction in the United States), provided, ; provided that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent or (ii) any one or more other Restricted Subsidiaries, provided, ; provided that when any Guarantor Person that is a Loan Party is merging with another a Restricted Subsidiary, (A) the Guarantor a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03Person;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve, dissolve or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is if not materially disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be a Guarantor or the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 (other than Section 7.02(e)) and 7.03, respectively;
(d) so long as no Default exists or would result therefrom, the Borrower may merge with any other Person; provided that (i) the Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Borrower (any such Person, the “Successor Company”), (A) the Successor Company shall be an entity organized or existing under the Laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its Guarantee shall apply to the Successor Company’s obligations under the Loan Documents, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement and other applicable Collateral Documents confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, (E) if requested by the Administrative Agent, each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, and (F) the Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the Borrower under this Agreement;
(e) so long as no Default exists or would result therefrom (in the case of a merger involving a Loan Party), any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, provided that (i) the continuing or surviving Person shall be a Restricted SubsidiarySubsidiary or the Borrower, which together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) 6.11 to the extent constituting an Investmentrequired pursuant to the Collateral and Guarantee Requirement;
(f) the Borrower and the Restricted Subsidiaries may consummate the Acquisition, such Investment must be a permitted Investment in accordance with Section 7.02related transactions contemplated by the Acquisition Agreement (and documents related thereto) and the Transactions; and
(eg) 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 (other than Section 7.05(f)(A))7.05.
Appears in 6 contracts
Sources: Credit Agreement (SeaWorld Entertainment, Inc.), Credit Agreement (SeaWorld Entertainment, Inc.), Credit Agreement (SeaWorld Entertainment, Inc.)
Fundamental Changes. Merge(a) The Borrower will not, dissolveand will not permit any Subsidiary Guarantor to, liquidate, merge into or consolidate with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (whether in one a single transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) to or in favor all or substantially all of the stock of any Personof its Subsidiaries (in each case, except thatwhether now owned or hereafter acquired) or liquidate or dissolve; provided, so long as that if at the time thereof and immediately after giving effect thereto, no Default or Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge with shall have occurred and be continuing (i) the Borrower (including or any Subsidiary may merge with a merger, the purpose of which is to reorganize Person if the Borrower into a new jurisdiction), provided, that (or such Subsidiary if the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent or (ii) any one or more other Restricted Subsidiaries, provided, that when any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(iparty to such merger) any Subsidiary that is not a Loan Party may mergethe surviving Person, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolvemerge into another Subsidiary; provided, or that if any party to such merger is a Subsidiary Guarantor, the Subsidiary Guarantor shall be the surviving Person, (iii) the Borrower or may sell the stock of any Subsidiary and any Subsidiary may (if sell, transfer, lease or otherwise dispose of all or substantially all of its assets so long as the perfection and priority Borrower shall be in compliance, on a pro forma basis after giving effect to such sale, with the covenants contained in Article 6, in each case recomputed as at the last day of the Liens securing most recently ended fiscal quarter of the First Lien Obligations is not adversely affected therebyBorrower for which financial statements have been provided for under Section 5.1, and (iv) change its legal form any Subsidiary may liquidate or dissolve if the Borrower determines in good faith that such action liquidation or dissolution is in the best interest interests of the Borrower and its Subsidiaries and Borrower, is not materially disadvantageous to the Lenders (it being understood that in the case Lenders, and all assets of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) are transferred to the Borrower or to another Restricted Subsidiary; provided that if a Subsidiary Guarantor.
(b) The Borrower will not, and will not permit any Subsidiary Guarantor to, engage in any business other than businesses of the transferor in such a transaction is a Guarantor, then (i) the transferee must either be type conducted by the Borrower or a Guarantor or (ii) to and the extent constituting an Investment, such Investment must be a permitted Investment Subsidiary Guarantors on the date hereof and businesses reasonably related thereto. The Special Purpose Subsidiaries will not engage in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(d) any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; and
(e) a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05 (business other than Section 7.05(f)(A)).to hold such assets and conduct such business as is consistent with its purpose and businesses reasonably related thereto
Appears in 6 contracts
Sources: Revolving Credit Agreement (NGP Capital Resources Co), Revolving Credit Agreement (NGP Capital Resources Co), Revolving Credit Agreement (NGP Capital Resources Co)
Fundamental Changes. MergeNeither the Borrower nor any of its Restricted Subsidiaries shall merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge or consolidate with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction), ; provided, that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent Person; or (ii) any one or more other Restricted Subsidiaries, ; provided, that when any Guarantor Person that is a Loan Party is merging with another a Restricted SubsidiarySubsidiary under this clause (a)(ii), (A) the Guarantor a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03Person;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate merge or consolidate with or into any other Subsidiary that is not a Loan Party Party; and (ii) any Subsidiary may liquidate or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change dissolve into its legal form parent if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries as a whole and is not materially disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder)Lenders;
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another any other Restricted Subsidiary; provided provided, that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower or a Guarantor Guarantor; and
(d) so long as no Default exists or would result therefrom, the Borrower may merge or consolidate with any other Person; provided, that (i) the Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation (any such Person, the “Successor Company”) is not the Borrower, (A) the Successor Company shall be an entity organized or existing under the laws of the United States, any state or commonwealth thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its Guarantee and its pledges and other obligations under the Collateral Documents shall apply to the Successor Company’s obligations under the Loan Documents, including, to the extent constituting reasonably requested by the Administrative Agent, by executing amendments or supplements to the Security Agreement, any Mortgage and any other Collateral Documents, and (D) the Borrower shall have delivered to the Administrative Agent (i) an Investmentofficer’s certificate stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement and (ii) such other certificates and other documentation as reasonably requested by the Administrative Agent; provided, such Investment must further, that if the foregoing are satisfied, the Successor Company will succeed to, and be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03substituted for, respectivelythe Borrower under this Agreement;
(de) so long as no Default exists or would result therefrom, a Guarantor may merge or consolidate with any other Person; provided, that (i) such Guarantor shall be the continuing or surviving corporation or (ii) if the Successor Company is not such Guarantor, (A) the Successor Company shall be an entity organized or existing under the laws of the United States, any state or commonwealth thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of such Guarantor under this Agreement and the other Loan Documents to which such Guarantor is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, and (C) such Guarantor shall have delivered to the Administrative Agent an officer’s certificate stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, such Guarantor under this Agreement;
(f) so long as no Default exists or would result therefrom, the Borrower or any Restricted Subsidiary may merge or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 7.027.05; provided, that (i) any such merger or consolidation involving the continuing Borrower or surviving Person any Guarantor shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) subject to the extent constituting an Investmentconditions set forth in clauses (d) and (e) above, such Investment must be a permitted Investment in accordance with Section 7.02respectively; and
(eg) so long as no Default exists or would result therefrom, any Restricted Subsidiary may consummate a merger, dissolution, liquidationliquidation or consolidation, consolidation or Dispositionin each case, the purpose of which is to effect a Disposition of all or substantially all of the assets of, or all of the Equity Interests of, such Restricted Subsidiary permitted pursuant to clause (t) of Section 7.05 (other than Section 7.05(f)(A))7.04.
Appears in 6 contracts
Sources: Credit Agreement (Entercom Communications Corp), Credit Agreement (CBS Corp), Credit Agreement (CBS Radio 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 PersonPerson (other than as part of the Transactions), except that, so long as no Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge merge, amalgamate or consolidate with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, ; provided that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent or (ii) any one or more other Restricted Subsidiaries, provided, ; provided that when any Guarantor Person that is a Loan Party is merging with another a Restricted Subsidiary, (A) the Guarantor a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03Person;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and Party, (ii) any Subsidiary may liquidate or dissolve, or the Borrower or dissolve and (iii) any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if if, with respect to clauses (ii) and (iii), the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not materially disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be a Guarantor (other than Holdings) or the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 (other than Section 7.02(e)) and 7.03, respectively;; and
(d) so long as no Default has occurred and is continuing or would result therefrom, the Borrower may merge or consolidate with any other Person; provided that (i) the Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Borrower (any such Person, the “Successor Company”), (A) the Successor Company shall be an entity organized or existing under the Laws of the United States, any state thereof or the District of Columbia, (B) the Successor Company shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its Guarantee shall apply to the Successor Company’s obligations under the Loan Documents, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement and other applicable Collateral Documents confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, (E) if requested by the Administrative Agent, each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, and (F) the Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the Borrower under this Agreement;
(e) so long as no Default has occurred and is continuing or would result therefrom (in the case of a merger involving a Loan Party), any Restricted Subsidiary may merge or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, provided that (i) the continuing or surviving Person shall be a Restricted SubsidiarySubsidiary of the Borrower, which together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) 6.11 to the extent constituting an Investmentrequired pursuant to the Collateral and Guarantee Requirement;
(f) Holdings, such Investment must be a permitted Investment in accordance with Section 7.02the Borrower and the Restricted Subsidiaries may consummate the Acquisition, related transactions contemplated by the Acquisition Agreement (and documents related thereto) and the Transactions; and
(eg) so long as no Default has occurred and is continuing 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 (other than Section 7.05(f)(A))7.05.
Appears in 5 contracts
Sources: Term Loan Credit Agreement (Prestige Consumer Healthcare Inc.), Abl Credit Agreement (Prestige Brands Holdings, Inc.), Term Loan Credit Agreement (Prestige Brands Holdings, Inc.)
Fundamental Changes. Merge(a) The Borrower will not, dissolvenor will it permit any Subsidiary to, liquidate, merge into or consolidate with or into another any other Person, or Dispose of (whether in one transaction permit any other Person to merge into or in a series of transactions) all consolidate with it, or substantially all of its assets (whether now owned liquidate or hereafter acquired) to or in favor of any Persondissolve, except that, so long as no Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge with (i) if at the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state time thereof and immediately after giving effect thereto no Default shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent or (ii) any one or more other Restricted Subsidiaries, provided, that when any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor shall have occurred and be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(i) any Subsidiary that may merge into the Borrower in a transaction in which the Borrower is not a Loan Party may mergethe surviving corporation, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolvemerge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and, if any party to such merger is a Subsidiary Guarantor, is a Subsidiary Guarantor; (iii) any Subsidiary or the Borrower may merge into another Person in connection with an acquisition permitted by Section 6.04 as long as the Subsidiary or the Borrower is the surviving Person and no Default exists or would result and (iv) any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form liquidate, dissolve or be transferred if the Borrower determines in good faith that such action liquidation, dissolution or transfer is in the best interest interests of the Borrower and is not materially disadvantageous to the Lenders and if such Subsidiary is a Subsidiary Guarantor, its assets are transferred to the Borrower or a Subsidiary Guarantor; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04 or Section 6.05.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement and is not disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(d) any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; and
(e) 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(f)(A))businesses reasonably related thereto.
Appears in 5 contracts
Sources: Credit Facility Agreement (Lennox International Inc), Credit Facility Agreement (Lennox International Inc), Short Term Facility Agreement (Lennox International Inc)
Fundamental Changes. Merge, dissolve, liquidate, consolidate or amalgamate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge or consolidate with or into (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, ; provided that (x) the Borrower shall be the continuing or surviving Person or the continuing or surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant under the Loan Documents and (y) such merger or consolidation does not result in the Borrower ceasing to documents reasonably acceptable to be organized under the Administrative Agent Laws of the United States, any state thereof or the District of Columbia or (ii) any one or more other Restricted Subsidiaries, provided, ; provided that when any Guarantor Non-Loan Party is merging with another Restricted Subsidiarya Loan Party, (A) the Guarantor a Loan Party shall be the continuing or surviving Person or (B) the continuing or surviving Person shall become a Loan Party or, to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections by Section 7.02 and 7.03(other than Section 7.02(e));
(b) (i) any Subsidiary that merger the sole purpose of which is not a to reincorporate or reorganize any Non-Loan Party may mergein another jurisdiction, amalgamate or consolidate subject to compliance with or into any other Subsidiary that is not a Loan Party and the requirements of Section 6.12, (ii) any Restricted Subsidiary may liquidate or dissolve, dissolve or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest interests of the Borrower and its Restricted Subsidiaries and is not materially disadvantageous to the Lenders and (it being understood iii) the Borrower or any Restricted Subsidiary may merge or consolidate with any other Person in order to effect a Permitted Acquisition or other Investment permitted by Section 7.02; provided that the surviving entity shall be subject to the requirements of Section 6.12 (to the extent applicable); provided, further, that if any of the transactions contemplated in this clause (b) involve the case Borrower, the provisions of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary Section 7.04(d) applicable to the Borrower shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder)be satisfied;
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a GuarantorLoan Party, then (i) the transferee must either be the Borrower or a Guarantor Loan Party or (ii) to the extent constituting an Investment, Investment in such Investment transferee as a result of such Disposition must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections Section 7.02 and 7.03, respectively(other than Section 7.02(e)) or such Disposition is permitted by Section 7.05 (other than Section 7.05(e));
(d) so long as no Event of Default exists or would result therefrom, the Borrower may (i) merge, amalgamate or consolidate with or into any other Person; provided that (x) the Borrower shall be the continuing or surviving corporation or the continuing or surviving Person shall expressly assume the obligations of the Borrower under the Loan Documents in a manner reasonably acceptable to the Administrative Agent (including with respect to the satisfaction of customary PATRIOT Act requirements) and (y) such merger, amalgamation or consolidation does not result in the Borrower ceasing to be organized or existing under the Laws of the United States, any state thereof, the District of Columbia or any territory thereof, or (ii) change its legal form if the Borrower determines that such action is in its best interests and makes such change in a manner reasonably acceptable to the Administrative Agent (including with respect to the continued perfection of Liens and satisfaction of customary PATRIOT Act requirements);
(e) [reserved];
(f) any Restricted Subsidiary may merge merge, amalgamate or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, that 7.02 (iother than Section 7.02(e));
(g) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02[reserved]; and
(eh) 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(f)(A7.05(e)).
Appears in 5 contracts
Sources: Credit Agreement (Cincinnati Bell Inc), Credit Agreement (Cincinnati Bell Inc), Credit Agreement (Cincinnati Bell Inc)
Fundamental Changes. MergeThe Loan Parties shall not, dissolve, and shall not permit any of their respective Subsidiaries to: (i) enter into any transaction of merger or consolidation; (ii) liquidate, consolidate with wind up or into another Persondissolve itself (or suffer any liquidation or dissolution); or (iii) convey, sell, lease, sublease, transfer or Dispose of (whether otherwise dispose of, in one transaction or in a series of transactions) , all or substantially all of its assets (business or assets, whether now owned or hereafter acquired) acquired (including, in each case, pursuant to or a division, as described in favor of any PersonSection 1.3); provided, except however, that, so long as no Event of Default exists or would result therefrom:
(a) any Restricted of the actions described in the immediately preceding clauses (i) through (iii) may be taken with respect to any Subsidiary of NSA REIT (other than the Borrower) so long as immediately prior to the taking of such action, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence;
(b) a Person (other than a Loan Party or an Intermediate Subsidiary) may merge with and into, and may dispose of its assets to, any Loan Party or any Intermediate Subsidiary so long as (i) such Loan Party or Intermediate Subsidiary, as applicable, is the Borrower (including a survivor of such merger, the purpose (ii) NSA REIT and each Intermediate Subsidiary shall at all times comply with Section 8.12, (iii) immediately prior to such merger or disposition, and immediately thereafter and after giving effect thereto, no Default or Event of which Default is to reorganize the Borrower into a new jurisdiction), provided, that or would be in existence and (iv) the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to have given the Administrative Agent at least 10 Business Days’ (or such shorter period as is approved by the Administrative Agent) prior written notice of such merger or disposition, such notice to include a certification as to the matters described in the immediately preceding clause (ii) any one or more other Restricted Subsidiaries, provided, that when any Guarantor is merging with another Restricted Subsidiary, iii); and
(Ac) the Borrower and each Subsidiary Guarantor shall be the continuing may convey, sell, lease, sublease, transfer or surviving Person or (B) to the extent constituting an Investmentotherwise dispose of assets among themselves, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(i) NSA REIT and any Subsidiary that is not a Loan Party of NSA REIT (other than the Borrower) may mergeconvey, amalgamate sell, lease, sublease, transfer or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve, or otherwise dispose of assets to the Borrower or any other Wholly-Owned Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(d) any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; and
(e) 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(f)(A))Borrower.
Appears in 5 contracts
Sources: Credit Agreement (National Storage Affiliates Trust), Credit Agreement (National Storage Affiliates Trust), Credit Agreement (National Storage Affiliates Trust)
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, except that, so long as no Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge merge, dissolve, liquidate or consolidate with or into (i) the any Borrower (including a merger, the purpose of which is to reorganize the such Borrower into a new jurisdictionjurisdiction so long as such Borrower remains organized under the laws of any state of the United States or the District of Columbia (the “Jurisdictional Requirements”), provided, ); provided that the such Borrower shall be the continuing or surviving Person or the continuing or surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of such Borrower under the Borrower pursuant to documents Loan Documents in a manner reasonably acceptable to the Administrative Agent and shall have complied with the requirements of the proviso to clause (b) of the definition of “Borrower” or (ii) any one or more other Restricted Subsidiaries, provided, ; provided that when any Guarantor Subsidiary that is merging a Loan Party is merging, dissolving, liquidating or consolidating with or into another Restricted Subsidiary, (Aw) the Guarantor a Loan Party or a Person that upon consummation of such transaction becomes a Loan Party shall be the continuing or surviving Person or Person, (Bx) to the extent constituting an Investment, such Investment must be an Investment permitted by Section 6.07 and any Debt corresponding to such Investment must be permitted by Section 6.01, (y) to the extent constituting a Disposition, such Disposition must be permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a by Section 6.06 and (z) such Loan Party in accordance shall have complied with Sections 7.02 and 7.03any applicable requirements of Section 5.13;
(i) any Restricted Subsidiary that is not a Loan Party may merge, amalgamate dissolve, liquidate or consolidate with or into any other Restricted Subsidiary that is not a Loan Party and (ii) any Restricted Subsidiary (other than the Borrowers) may liquidate liquidate, dissolve or dissolve, or the Borrower or any Subsidiary may (if such change does not adversely affect the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected therebyObligations) change its legal form if the Borrower Representative determines in good faith that such action is in the best interest interests of the applicable Borrower or such Restricted Subsidiary or the business of the Company and its the Restricted Subsidiaries and is not disadvantageous to the Lenders (it being understood that in the case of any dissolution of taken as a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantorwhole; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);and
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(d) any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.026.07, including a Permitted Acquisition; provided, provided that (ix) the continuing or surviving Person shall be a Restricted Borrower or a Subsidiary, which together with each of its Subsidiariessubsidiaries, shall have complied with the all applicable requirements of Section 6.12 or 5.13 and (iiy) to the extent constituting an Investment, Investment such Investment must be a permitted an Investment in accordance with Section 7.02; and
(e) a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05 6.07; provided, further, that if any Borrower is a party to any transaction effected pursuant to this Section 6.05(c), (other than Section 7.05(f)(A))1) a Borrower shall be the continuing and surviving Person or the continuing or surviving Person shall expressly assume the obligations of such Borrower in a manner reasonably acceptable to the Administrative Agent, (2) the Jurisdictional Requirements shall be satisfied and (3) no Event of Default shall have occurred and be continuing or would result therefrom.
Appears in 5 contracts
Sources: Credit Agreement (Rivian Automotive, Inc. / DE), Credit Agreement (Rivian Automotive, Inc. / DE), Credit Agreement (Rivian Automotive, Inc. / DE)
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, except that, so long as no Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge with (i) the Borrower (including a merger, merger the purpose of which is to reorganize the Borrower into in a new jurisdictionState within the United States), provided, ; provided that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent Person, or (ii) any one or more other Restricted Subsidiaries, provided, ; provided that when any Guarantor Restricted Subsidiary that is a Loan Party is merging with another Restricted Subsidiary, (A) the Guarantor a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03Person;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate merge or consolidate with or into any other Subsidiary that is not a Loan Party and Party, (ii) (A) any Subsidiary may liquidate or dissolve, or the Borrower or (B) any Restricted Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form form, in each case, if in either case, the Borrower determines in good faith that such action is in the best interest interests of the Borrower and its Subsidiaries and is not materially disadvantageous to the Lenders and (iii) the Borrower may change its legal form if it being understood determines in good faith that such action is in the case best interests of any dissolution of a Subsidiary that the Borrower and its Subsidiaries, and the Administrative Agent reasonably determines it is a Guarantor, such Subsidiary shall at or before not disadvantageous to the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder)Lenders;
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a GuarantorLoan Party, then (i) the transferee must either be the Borrower or a Guarantor Loan Party or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections Section 7.02 (other than Section 7.02(f)) and Section 7.03, respectively;
(d) so long as no Default exists or would result therefrom, the Borrower may merge with any other Person; provided that the Borrower shall be the continuing or surviving corporation;
(e) so long as no Default exists or would result therefrom, any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.027.02 (other than Section 7.02(f); provided, provided that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; and6.11;
(ef) the SHL Acquisition may be consummated;
(g) 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 (other than Section 7.05(f)(A7.05(e)), may be effected; and
(h) any merger, dissolution, liquidation, consolidation with or into another Person, or Disposition arising from any step or transaction set out in the Structure Memorandum to implement the SHL Acquisition and Refinancing.
Appears in 4 contracts
Sources: Credit Agreement (Corporate Executive Board Co), Credit Agreement (Corporate Executive Board Co), Credit Agreement (Corporate Executive Board Co)
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, except that, so long as no Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge with (i) the any Borrower (including a merger, the purpose of which is to reorganize the such Borrower into a new jurisdiction), provided, ; provided that the such Borrower shall be the continuing or surviving Person or the surviving Person shall and (y) such merger does not result in any Borrower ceasing to be a Person organized and existing incorporated under the laws Laws of the United States or States, any state thereof and shall expressly assume or the obligations District of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent Columbia, or (ii) any one or more other Restricted Subsidiaries, provided, ; provided that when any Guarantor Subsidiary that is a Credit Party is merging with another Restricted Subsidiary, (A) the Guarantor a Credit Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03Person;
(i) any Subsidiary that is not a Loan Credit Party may merge, amalgamate merge or consolidate with or into any other Subsidiary that is not a Loan Credit Party and (ii) any Subsidiary (other than a Borrower) may liquidate or dissolve, dissolve or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower Holdings determines in good faith that such action is in the best interest interests of the Borrower Holdings and its Subsidiaries and is if not materially disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder)Lenders;
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower Company or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a GuarantorGuarantor or a Borrower, then (i) the transferee must either be the a Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with under Sections 7.02 6.2 and 7.03, respectively6.3;
(d) so long as no Default exists or would result therefrom, Company may merge with any Restricted other Person; provided that (i) Company shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not Company (any such Person, the “Successor Company”), (A) the Successor Company and its Subsidiaries shall be in compliance with the financial covenants set forth in Section 6.10 on a pro forma basis after giving effect to such merger or consolidation as of the last day of the Fiscal Quarter most recently ended, (B) the Successor Company shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (C) the Successor Company shall expressly assume all the obligations of Company under this Agreement and the other Credit Documents to which Company is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty confirmed that its Guarantee shall apply to the Successor Company’s obligations under this Agreement, (E) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Pledge and Security Agreement confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under this Agreement, (F) each mortgagor of a Closing Date Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under this Agreement, and (G) Company shall have delivered to Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, Company under this Agreement;
(e) 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 7.026.2; provided, provided that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or 5.11;
(iif) to Holdings and its Subsidiaries may consummate the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02Merger; and
(eg) 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 (other than Section 7.05(f)(A))6.5.
Appears in 4 contracts
Sources: Credit Agreement (Education Management Corporation), Credit and Guaranty Agreement (AID Restaurant, Inc.), Credit and Guaranty Agreement (Education Management LLC)
Fundamental Changes. Merge, dissolve, liquidate, The Borrower may not (1) consolidate or merge with or into another Person, or Dispose of Person (whether in one transaction or in a series not the Borrower is the surviving Person); or (2) sell, assign, transfer, convey or otherwise dispose of transactions) all or substantially all of the properties or assets of the Borrower and its assets Subsidiaries taken as a whole, in one or more related transactions to another Person (whether now owned or hereafter acquired) including pursuant to or in favor of any Person, except that, so long as no Event of Default exists or would result therefroma Division); unless:
(a) any Restricted Subsidiary may merge with either: (i) the Borrower is the surviving Person; or (including a merger, ii) the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, that the Borrower shall be the continuing Person formed by or surviving Person any such consolidation or merger (if other than the surviving Person shall be Borrower) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a Person organized and or existing under the laws of the United States States, any state of the United States, the District of Columbia or any state territory thereof and shall expressly assume (the Borrower or such Person, as the case may be, being herein called the “Successor Borrower”);
(b) the Successor Borrower (if other than the Borrower) assumes all the obligations of the Borrower pursuant under this Agreement and the other Loan Documents to which it is a party by executing a joinder or one or more other documents or instruments in form reasonably acceptable satisfactory to the Administrative Agent;
(c) immediately after such transaction no Default or Event of Default exists;
(d) [reserved];
(e) each Subsidiary Guarantor (other than (x) any Subsidiary Guarantor that will be released from its obligations under its Subsidiary Guarantee in connection with such transaction and (y) any party to any such consolidation or merger that does not survive or become the Successor Borrower) shall have delivered a joinder or other document or instrument in form reasonably satisfactory to the Administrative Agent, confirming its Subsidiary Guarantee; and
(f) each Subsidiary Guarantor (other than (x) any Subsidiary that will be released from its grant or pledge of Collateral under the Security Agreement in connection with such transaction and (y) any party to any such consolidation or merger that does not survive or become the Successor Borrower) shall have by a supplement to the Security Agreement or another document or instrument in form reasonably satisfactory to the Administrative Agent or affirmed that its obligations thereunder shall apply to its Guarantee as confirmed pursuant to clause (iie) any one or more other Restricted Subsidiariesabove; provided that, providedfor the purposes of this Section 8.6 only, that when any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor shall neither a Music Publishing Sale nor a Recorded Music Sale will be the continuing or surviving Person or (B) deemed to the extent constituting an Investment, such Investment must be a permitted Investment in sale, assignment, transfer, conveyance or Indebtedness other disposition of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate all or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority substantially all of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest properties or assets of the Borrower and its Subsidiaries and is not disadvantageous taken as a whole. For the avoidance of doubt, (1) the Borrower may therefore consummate a Music Publishing Sale without complying with this Section 8.6 notwithstanding anything to the Lenders contrary in this Section 8.6, (it being understood that 2) the Borrower may therefore consummate a Recorded Music Sale without complying with this Section 8.6 notwithstanding anything to the contrary in this Section 8.6 and (3) the determination in the case preceding proviso shall not affect the determination of what constitutes all or substantially all the assets of the Borrower under any dissolution other contract to which the Borrower is a party. For the purpose of this Section 8.6, with respect to any sale, lease, transfer, conveyance or other disposition of properties or assets in connection with any acquisition (including any acquisition by means of a Subsidiary that is a Guarantor, such Subsidiary shall at merger or before consolidation with or into the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) Borrower or any Restricted Subsidiary may Dispose Subsidiary), the determination of whether such sale, lease, transfer, conveyance or disposition constitutes a sale of all or substantially all of the properties or assets of the Borrower and its Subsidiaries taken as a whole shall be made on a pro forma basis giving effect to such acquisition. This Section 8.6 will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Borrower and its Restricted Subsidiaries. Notwithstanding the foregoing clause (upon voluntary liquidation c), (x) any Restricted Subsidiary may consolidate with, merge into or otherwise) transfer all or part of its properties and assets to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then Subsidiary and (iy) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(d) any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; and
(e) a merger, dissolution, liquidation, consolidation or Disposition, Affiliate incorporated solely for the purpose of which is to effect a Disposition permitted pursuant to Section 7.05 (other than Section 7.05(f)(A))reincorporating the Borrower in another state of the United States.
Appears in 4 contracts
Sources: Incremental Commitment Amendment (Warner Music Group Corp.), Credit Agreement (Warner Music Group Corp.), Incremental Commitment Amendment (Warner Music Group Corp.)
Fundamental Changes. MergeNone of the Borrower nor any of the Restricted Subsidiaries shall 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 PersonPerson (including, in each case, pursuant to a Delaware LLC Division), except that, so long as no Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge merge, amalgamate or consolidate with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, ; provided that the Borrower shall be the continuing or surviving Person or and such merger does not result in the surviving Person shall Borrower ceasing to be a Person corporation, partnership or limited liability company organized and existing under the laws Laws of the United States or States, any state thereof and shall expressly assume or the obligations District of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent Columbia or (ii) any one or more other Restricted Subsidiaries, provided, ; provided that when any Guarantor Person that is a Loan Party is merging with another a Restricted Subsidiary, (A) the Guarantor a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03Person;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve, dissolve or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form (x) if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is if not materially disadvantageous to the Lenders and (y) to the extent such Restricted Subsidiary is a Loan Party, any assets or business not otherwise disposed of or transferred in accordance with Sections 7.02 (other than Section 7.02(e)) or Section 7.05 or, in the case of any such business, discontinued, shall be transferred to otherwise owned or conducted by another Loan Party after giving effect to such liquidation or dissolution (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another any other Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be a Guarantor or the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which that is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(d) so long as no Default exists or would result therefrom, the Borrower may merge or consolidate with any other Person; provided that (i) the Borrower shall be the continuing or surviving corporation or company or (ii) if the Person formed by or surviving any such merger or consolidation is not the Borrower (any such Person, the “Successor Borrower”), (A) the Successor Borrower shall be an entity organized or existing under the Laws of the United States, any state thereof or the District of Columbia, (B) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its Guaranty shall apply to the Successor Borrower’s obligations under the Loan Documents, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement and other applicable Collateral Documents confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under the Loan Documents, (E) [reserved], and (F) the Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document preserves the enforceability of this Agreement, the Guaranty and the Collateral Documents and the perfection of the Liens under the Collateral Documents; provided, further, that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement; and
(e) any Restricted Subsidiary may merge or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, provided that (i) the continuing or surviving Person shall be a Restricted SubsidiarySubsidiary or the Borrower, which together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) 6.11 to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; andrequired pursuant to the Collateral and Guarantee Requirement;
(ef) a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05 7.05;
(other than g) the Borrower and its Subsidiaries may effect the formation, dissolution, liquidation or Disposition of any Subsidiary that is a Delaware Divided LLC, provided that upon formation of such Delaware Divided LLC, Holdings has complied with Section 7.05(f)(A))6.11 to the extent applicable; and
(h) the Borrower and its Subsidiaries may consummate Permitted Intercompany Activities. Notwithstanding the foregoing, this Section 7.04 will not apply to the Transactions.
Appears in 4 contracts
Sources: Credit Agreement (Legence Corp.), Credit Agreement (Legence Corp.), Credit Agreement (Legence Corp.)
Fundamental Changes. MergeSuch Borrower will not, dissolveand will not permit any Subsidiary to, liquidate, merge into or consolidate with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the stock or assets of any of its assets Subsidiaries (in each case, whether now owned or hereafter acquired) to ), or in favor of any Personliquidate or dissolve, except that, so long as if at the time thereof and immediately after giving effect thereto no Event of Default exists or would result therefromUnmatured Default shall have occurred and be continuing:
(ai) any Restricted Subsidiary may merge into any Borrower in a transaction in which a Borrower is the surviving corporation and (ii) any Subsidiary may merge into a Guarantor in a transaction in which a Guarantor is the surviving entity;
(b) any Non-Guarantor Subsidiary may merge into any other Non-Guarantor Subsidiary;
(c) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to any Borrower or to a Guarantor; provided that, with respect to any such disposition by any Non-Guarantor Subsidiary, the consideration for such disposition shall not exceed the fair market value of such assets;
(d) any Non-Guarantor Subsidiary may sell, transfer, lease or otherwise dispose of its assets to any other Non-Guarantor Subsidiary;
(e) any Asset Dispositions permitted by Section 6.09 (other than clause (b) thereof) shall be permitted;
(f) any Subsidiary may merge with (i) or into the Borrower (including Person such Subsidiary was formed to acquire in connection with a merger, the purpose of which is to reorganize the Borrower into Permitted Acquisition; provided that a new jurisdiction), provided, that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent or (ii) any one or more other Restricted Subsidiaries, provided, that when any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor shall be the continuing or surviving Person entity or (B) simultaneously with such transaction, the continuing or surviving entity shall become a Guarantor pursuant to the extent constituting an Investment, such Investment must be a permitted Investment Section 5.10 in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;connection therewith; and
(i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (iig) any Subsidiary may liquidate or dissolve, or the Borrower or any Subsidiary may (dissolve if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower Company determines in good faith that such action liquidation or dissolution is in the best interest interests of the Borrower and its Subsidiaries Borrowers and is not materially disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted SubsidiaryLenders; provided that if the transferor in any such merger, liquidation, dissolution or disposition involving a transaction is a Guarantor, then (i) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which Person that is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(d) any Restricted wholly owned Subsidiary may merge with any other Person in order immediately prior to effect an Investment permitted pursuant to Section 7.02; provided, that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; and
(e) a merger, dissolution, liquidation, consolidation dissolution or Disposition, the purpose of which is to effect a Disposition disposition shall not be permitted pursuant to unless also permitted by Section 7.05 (other than Section 7.05(f)(A))6.04.
Appears in 4 contracts
Sources: Credit Agreement (Shyft Group, Inc.), Credit Agreement (Shyft Group, Inc.), Credit Agreement (Spartan Motors Inc)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into (each, a “Merger”) another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Event of Default exists or would result therefrom:
(a) any Restricted Material Subsidiary may merge with (i) the Borrower (including a mergerBorrower, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, provided that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent Person, or (ii) any one or more other Restricted Subsidiaries, provided, that when any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;; and
(ib) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(d) any Restricted Material Subsidiary may merge with any other Person in order to effect an Investment permitted (other than pursuant to Section 7.02; provided, a transaction described in clause (a) above) provided that (i) in the continuing case of the Borrower, either (x) the Borrower shall be the surviving entity to such Merger or (y) the surviving entity to such Merger shall (1) be incorporated in the United States or any State thereof, (2) expressly assume the obligations of the Borrower hereunder pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent and (3) have long-term unsecured debt ratings that are equal to or better than such ratings of The PMI Group, Inc. in effect immediately prior to such Merger, (ii) in the case of any Material Subsidiary, either (x) such Material Subsidiary shall be the surviving entity to such Merger or (y) the surviving entity to such Merger shall (1) be incorporated in the United States or any State thereof and (2) have long-term unsecured debt ratings and claims-paying ability (if any) that are equal to or better than such ratings and claims-paying ability (if any) of such Material Subsidiary in effect immediately prior to such Merger, (iii) the Borrower (or surviving Person shall be a Restricted Subsidiary, which together with each of entity to the Merger as the case may be) and its Subsidiaries, shall as a whole, will have complied with the requirements mortgage guaranty business as one of Section 6.12 their principal businesses and (iv) no Default would exist or (ii) to would result therefrom. From and after the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; and
(e) a merger, dissolution, liquidation, consolidation or Disposition, consummation of any Merger by the purpose of which is to effect a Disposition Borrower permitted pursuant to clause (i)(y) of this Section, all references to the “Borrower” or the “Borrower’s Board of Directors” under this Agreement shall be references to the surviving entity to such Merger and its board of directors. Nothing in this Section 7.05 (other than Section 7.05(f)(A))shall be construed to constitute a waiver of any Change of Control.
Appears in 4 contracts
Sources: Revolving Credit Agreement (Pmi Group Inc), Revolving Credit Agreement (Pmi Group Inc), Revolving Credit Agreement (Pmi Group 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, except that, so long as no Event of Default exists has occurred and is continuing or would result therefrom:
(a) any Restricted Subsidiary Loan Party (other Parent or Borrower) may merge with (i) the Borrower (including a mergerParent or Borrower; provided that Parent or Borrower, the purpose of which is to reorganize the Borrower into a new jurisdiction)as applicable, provided, that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent Person, or (ii) any one or more other Restricted SubsidiariesLoan Party, provided, that when any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor shall be the continuing or surviving Person or (Biii) to the extent constituting any other Person; provided that, if such Loan Party owns an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which Unencumbered Pool Property and is not a Loan Party in accordance with Sections 7.02 and 7.03the surviving entity, then such Property shall cease to be an Unencumbered Pool Property;
(ib) any Subsidiary that is not a Loan Party may merge, amalgamate (other than Parent or consolidate with or into any other Subsidiary that is not a Loan Party and (iiBorrower) any Subsidiary may liquidate or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to another Loan Party;
(c) any Loan Party may Dispose of a Property owned by such Loan Party in the Borrower or to another Restricted Subsidiaryordinary course of business and for fair value; provided that if the transferor in such a transaction Property is a GuarantorUnencumbered Pool Property, then (i) the transferee must either such Property shall cease to be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectivelyUnencumbered Pool Property;
(d) any Restricted Subsidiary Parent or Borrower may merge or consolidate with any other another Person in order to effect an Investment permitted pursuant to Section 7.02; providedso long as either Parent or Borrower, that (i) as the continuing or case may be, is the surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiariesentity, shall have complied remain in pro forma compliance with the requirements covenants set forth in Section 8.14 below after giving effect to such transaction, and Borrower obtains the prior written consent in writing of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment Required Lenders in accordance with Section 7.02their sole discretion; and
(e) a mergerSubsidiary that is not (and is not required to be) a Loan Party may liquidate or otherwise dissolve, dissolutionprovided that immediately prior to any such liquidation or dissolution and immediately thereafter and after giving effect thereto, liquidation, consolidation no Default is or Disposition, would be in existence. Nothing in this Section shall be deemed to prohibit the purpose sale or leasing of which is to effect a Disposition permitted pursuant to Section 7.05 (other than Section 7.05(f)(A))Property or portions of Property in the ordinary course of business.
Appears in 4 contracts
Sources: Revolving Credit and Term Loan Agreement (Agree Realty Corp), Term Loan Agreement (Agree Realty Corp), Term Loan Agreement (Agree Realty Corp)
Fundamental Changes. MergeConsummate any merger, dissolveconsolidation or amalgamation, or liquidate, consolidate with wind up or into another Persondissolve itself (or suffer any liquidation or dissolution), or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned property or hereafter acquired) to or in favor of any Personbusiness, except that, so long as no Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge with (i) of the Borrower (including a merger, the purpose of which is to reorganize may be merged or consolidated with or into the Borrower into a new jurisdiction), provided, or any other Subsidiary of the Borrower; provided that the Borrower or any such other Subsidiary shall be the continuing or surviving Person corporation;
(b) any Subsidiary of the Borrower may Dispose of any or all of its assets (i) to the Borrower or to any Wholly Owned Subsidiary of the Borrower (upon voluntary liquidation or otherwise) or (ii) pursuant to a Disposition permitted by Section 6.4;
(c) transactions not involving the Borrower or a Significant Subsidiary or any of their respective assets (other than the Capital Stock of the Subsidiary involved in such a transaction) may be consummated;
(d) transactions involving Westar Industries and its Subsidiaries (subject to compliance with Section 6.4), but not involving the Borrower or any of its Subsidiaries other than Westar Industries and its Subsidiaries, may be consummated; and
(e) the Borrower may consolidate with or merge into, any other corporation, or permit another corporation to merge into it; provided that (i) the surviving Person corporation, if such surviving corporation is not the Borrower (A) shall be a Person corporation organized and existing under the laws of the United States of America or any a state thereof and or the District of Columbia, (B) shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable in a writing satisfactory to the Administrative Agent the due and punctual payment of the Obligations and the due and punctual performance of and compliance with all of the terms of this Agreement and the other Loan Documents to be performed or complied with by the Borrower and (C) shall deliver all documents required to be delivered pursuant to Section 4.1, as applicable, (ii) immediately before and after such merger or consolidation, there shall not exist any one Default or more other Restricted Subsidiaries, provided, that when any Guarantor is merging with another Restricted Subsidiary, Event of Default and (Aiii) the Guarantor shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time corporation of such dissolution transfer its assets to another Subsidiary that is a Guarantor; merger or consolidation has, both immediately before and in the case of any change in legal formafter such merger or consolidation, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose ▇▇▇▇▇’▇ rating of all Baa3 or substantially all better or an S&P rating of its assets (upon voluntary liquidation BBB- or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(d) any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; and
(e) 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(f)(A))better.
Appears in 4 contracts
Sources: Credit Agreement (Westar Energy Inc /Ks), Second Extension Agreement (Westar Energy Inc /Ks), Credit Agreement (Westar Energy Inc /Ks)
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 PersonPerson (other than as part of the Transactions), except that, so long as no Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge or consolidate with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, ; provided that (x) the Borrower shall be the continuing or surviving Person and (y) such merger or consolidation does not result in the surviving Person shall Borrower ceasing to be a Person organized and existing under the laws Laws of the United States or States, any state thereof and shall expressly assume or the obligations District of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent Columbia or (ii) any one or more other Restricted Subsidiaries, provided, that when any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03territory thereof;
(i) any Restricted Subsidiary of the Borrower that is not a Loan Party may merge, amalgamate merge or consolidate with or into any other Restricted Subsidiary of the Borrower that is not a Loan Party and Party, (ii) any Restricted Subsidiary of the Borrower may merge or consolidate with or into any other Restricted Subsidiary of the Borrower that is a Loan Party, (iii) any merger the sole purpose of which is to reincorporate or reorganize a Loan Party in another jurisdiction in the United States shall be permitted and (iv) any Restricted Subsidiary of the Borrower may liquidate or dissolve, dissolve or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest interests of the Borrower and its the Restricted Subsidiaries and is not materially disadvantageous to the Lenders (it being understood that Lenders; provided that, in the case of any dissolution of a Subsidiary that is a Guarantorclause (iv), such Subsidiary shall at or before the time of such dissolution transfer its Person who receives the assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a dissolving or liquidated Restricted Subsidiary that is a Guarantor will remain shall be a Guarantor unless Loan Party or such Guarantor is disposition shall otherwise be permitted to cease being a Guarantor hereunder)under Section 7.06 or the definition of “Permitted Investments”;
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary;
(d) so long as no Event of Default (or, to the extent relating to a Permitted Acquisition, no Event of Default under Section 8.01(a) or (f)) exists or would result therefrom (in each case, in the case of a Permitted Acquisition which is a Limited Condition Acquisition, such determination to be subject to Section 1.10), the Borrower may merge or consolidate with (or Dispose of all or substantially all of its assets to) any other Person; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either Borrower shall be the Borrower continuing or a Guarantor surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Borrower (or, in connection with a Disposition of all or substantially all of the Borrower’s assets, is the transferee of such assets) (any such Person, a “Successor Borrower”), (A) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Borrower shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to supplements hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) immediately after giving pro forma effect to any such transaction and any related financing transaction, as if such transactions had occurred at the beginning of the applicable four-quarter period, (1) the Successor Borrower would be permitted to incur at least $1.00 of Permitted Ratio Debt, or (2) the Fixed Charge Coverage Ratio for the Borrower would be greater than the Fixed Charge Coverage Ratio for the Borrower immediately prior to such transaction, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guaranty (or in another form reasonably satisfactory to the Administrative Agent) confirmed that its Guaranty of the Obligations shall apply to the Successor Borrower’s obligations under this Agreement, (E) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement (or in another form reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement, (F) if reasonably requested by the Administrative Agent, each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Collateral Agent) confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement, and (G) the Successor Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement;
(e) so long as no Event of Default (or, to the extent constituting an Investmentrelating to a Permitted Acquisition, no Event of Default under Section 8.01(a) or (f)) exists or would result therefrom, Holdings may merge or consolidate with (or Dispose of all or substantially all of its assets to) any other Person; provided that (A) a new Holdings shall be the continuing or surviving Person or (B) if (i) the Person formed by or surviving any such Investment must be a permitted Investment in merger or Indebtedness of a Restricted Subsidiary which consolidation is not a Holdings entity, (ii) a Holdings entity is not the Person into which the applicable previous Holdings has been liquidated or (iii) in connection with a Disposition of all or substantially all of a Holdings entity’s assets, the Person that is the transferee of such assets is not a Holdings entity (any such Person, a “Successor Holdings”), (1) the Successor Holdings shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (2) the Successor Holdings shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Party Documents to which Holdings is a party pursuant to a supplement hereto or thereto in accordance form reasonably satisfactory to the Administrative Agent and (3) if reasonably requested by the Administrative Agent, the Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with Sections 7.02 this Agreement; provided, further, that if the foregoing are satisfied, the Successor Holdings will succeed to, and 7.03be substituted for, respectivelythe applicable Holdings under this Agreement;
(df) any Restricted Subsidiary may merge or consolidate with (or Dispose of all or substantially all of its assets to) any other Person in order to effect an a Permitted Investment or other Investment permitted pursuant to Section 7.027.06; provided, that, solely in the case of a merger or consolidation involving a Loan Party, no Event of Default (or, to the extent relating to a Permitted Acquisition, no Event of Default under Section 8.01(a) or (f)) exists or would result therefrom; provided, further, that (i) the continuing or surviving Person shall be the Borrower or a Restricted Subsidiary, which together with each of its Restricted Subsidiaries, shall have complied with the applicable requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; and6.11 and Article XII;
(eg) 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(f)(A7.05(e)); and
(h) the Loan Parties and the Restricted Subsidiaries may consummate the Transactions.
Appears in 4 contracts
Sources: Credit Agreement (ATD Corp), Incremental Amendment (American Tire Distributors Holdings, Inc.), Incremental Amendment (ATD Corp)
Fundamental Changes. MergeWith respect to the Borrower or any Significant Subsidiary, dissolvewithout the consent of the Administrative Agent and the Required Lenders enter into any transaction of merger or consolidation or amalgamation, or liquidate, consolidate with wind up or into another Persondissolve (or suffer any liquidation or dissolution), convey, sell, lease, transfer or Dispose of (whether otherwise dispose of, in one transaction or in a series of transactions) , all or substantially all of the consolidated assets of the Borrower and its assets (whether now owned or hereafter acquired) to or in favor of any PersonSubsidiaries, taken as a whole, except that, so long as no Event of Default exists or would result therefrom:
(a) for sales, leases or rentals of property or assets in the ordinary course of business, (b) that any Restricted consolidated Subsidiary of the Borrower may merge be merged or consolidated with (i) or into the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, provided that the Borrower shall be the continuing or surviving Person corporation) or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent or (ii) with any one or more other Restricted Subsidiaries, provided, Subsidiaries of the Borrower (provided that when if any Guarantor is merging with another Restricted such transaction shall be between a Subsidiary and a wholly-owned Subsidiary, (A) the Guarantor wholly-owned Subsidiary shall be the continuing or surviving Person or corporation), (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (iic) any Subsidiary may liquidate sell, lease, transfer or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not disadvantageous to the Lenders (it being understood that in the case otherwise dispose of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that wholly-owned Subsidiary of the Borrower and (d) the Borrower may be merged with any other Person if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be Borrower is the Borrower or a Guarantor or surviving corporation, (ii) immediately after giving effect to such merger, there shall exist no condition or event which constitutes an Event of Default or which, with the giving of notice or lapse of time or both, would constitute an Event of Default, and (iii) all representations and warranties contained in Article III hereof are true and correct in all material respects (except for any such representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which representation shall be true and correct in all respects) on and as of the date of the consummation of such merger, and after giving effect thereto, as though restated on and as of such date (except to the extent constituting that such representations and warranties specifically refer to an Investmentearlier date, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(d) any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, that (i) the continuing or surviving Person case they shall be a Restricted Subsidiarytrue and correct in all material respects (except for any such representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which together with each representation shall be true and correct in all respects) as of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; and
(e) 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(f)(A)earlier date).
Appears in 4 contracts
Sources: Credit Agreement (Northwest Natural Gas Co), Credit Agreement (Northwest Natural Gas Co), Credit Agreement (Northwest Natural Gas Co)
Fundamental Changes. Merge, dissolve, liquidate, The Borrower may not (1) consolidate or merge with or into another Person, or Dispose of Person (whether in one transaction or in a series not the Borrower is the surviving Person); or (2) sell, assign, transfer, convey or otherwise dispose of transactions) all or substantially all of the properties or assets of the Borrower and its assets (whether now owned Subsidiaries taken as a whole, in one or hereafter acquired) more related transactions to or in favor of any another Person, except that, so long as no Event of Default exists or would result therefrom; unless:
(a) any Restricted Subsidiary may merge with either: (i) the Borrower is the surviving Person; or (including a merger, ii) the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, that the Borrower shall be the continuing Person formed by or surviving Person any such consolidation or merger (if other than the surviving Person shall be Borrower) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a Person organized and or existing under the laws of the United States States, any state of the United States, the District of Columbia or any state territory thereof and shall expressly assume (the Borrower or such Person, as the case may be, being herein called the “Successor Borrower”);
(b) the Successor Borrower (if other than the Borrower) assumes all the obligations of the Borrower under this Agreement and the other Loan Documents to which it is a party by executing a joinder or one or more other documents or instruments in form reasonably satisfactory to the Administrative Agent;
(c) immediately after such transaction no Default or Event of Default exists;
(d) immediately after giving pro forma effect to such transaction and any related financing transactions, as if the same had occurred at the beginning of the applicable four-quarter period, either
(i) the Successor Borrower would be permitted to incur at least $1.00 of additional Indebtedness pursuant to documents Section 8.1(a); or
(ii) the Fixed Charge Coverage Ratio for the Successor Borrower and its Restricted Subsidiaries would be equal to or greater than such ratio for the Borrower and its Restricted Subsidiaries immediately prior to such transaction;
(e) each Subsidiary Guarantor (other than (x) any Subsidiary Guarantor that will be released from its obligations under its Subsidiary Guarantee in connection with such transaction and (y) any party to any such consolidation or merger that does not survive or become the Successor Borrower) shall have delivered a joinder or other document or instrument in form reasonably acceptable satisfactory to the Administrative Agent, confirming its Subsidiary Guarantee; and
(f) each Subsidiary Guarantor (other than (x) any Subsidiary that will be released from its grant or pledge of Collateral under the Security Agreement in connection with such transaction and (y) any party to any such consolidation or merger that does not survive or become the Successor Borrower) shall have by a supplement to the Security Agreement or another document or instrument in form reasonably satisfactory to the Administrative Agent or affirmed that its obligations thereunder shall apply to its Guarantee as confirmed pursuant to clause (iie) any one or more other Restricted Subsidiariesabove; provided that, providedfor the purposes of this Section 8.6 only, that when any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor shall neither a Music Publishing Sale nor a Recorded Music Sale will be the continuing or surviving Person or (B) deemed to the extent constituting an Investment, such Investment must be a permitted Investment in sale, assignment, transfer, conveyance or Indebtedness other disposition of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate all or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority substantially all of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest properties or assets of the Borrower and its Subsidiaries and is not disadvantageous taken as a whole. For the avoidance of doubt, (1) the Borrower may therefore consummate a Music Publishing Sale in accordance with Section 8.3 without complying with this Section 8.6 notwithstanding anything to the Lenders contrary in this Section 8.6, (it being understood that 2) the Borrower may therefore consummate a Recorded Music Sale in accordance with Section 8.3 without complying with this Section 8.6 notwithstanding anything to the contrary in this Section 8.6 and (3) the determination in the case preceding proviso shall not affect the determination of what constitutes all or substantially all the assets of the Borrower under any dissolution other contract to which the Borrower is a party. For the purpose of this Section 8.6, with respect to any sale, lease, transfer, conveyance or other disposition of properties or assets in connection with any acquisition (including any acquisition by means of a Subsidiary that is a Guarantor, such Subsidiary shall at merger or before consolidation with or into the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) Borrower or any Restricted Subsidiary may Dispose Subsidiary), the determination of whether such sale, lease, transfer, conveyance or disposition constitutes a sale of all or substantially all of the properties or assets of the Borrower and its Subsidiaries taken as a whole shall be made on a pro forma basis giving effect to such acquisition. This Section 8.6 will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Borrower and its Restricted Subsidiaries. Notwithstanding the foregoing clauses (upon voluntary liquidation c) and (d), (x) any Restricted Subsidiary may consolidate with, merge into or otherwise) transfer all or part of its properties and assets to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then Subsidiary and (iy) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(d) any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; and
(e) a merger, dissolution, liquidation, consolidation or Disposition, Affiliate incorporated solely for the purpose of which reincorporating the Borrower in another state of the United States so long as the amount of Indebtedness of the Borrower and its Restricted Subsidiaries is to effect a Disposition permitted pursuant to Section 7.05 (other than Section 7.05(f)(A))not increased thereby.
Appears in 4 contracts
Sources: Credit Agreement (Warner Music Group Corp.), Incremental Commitment Amendment (Warner Music Group Corp.), Incremental Commitment Amendment (Warner Music Group Corp.)
Fundamental Changes. MergeNeither the Borrower nor any of the Restricted Subsidiaries shall merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge merge, amalgamate or consolidate with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, ; provided that the Borrower shall be the continuing or surviving Person or and such merger does not result in the surviving Person shall Borrower ceasing to be a Person corporation, partnership or limited liability company organized and existing under the laws Laws of the United States or States, any state thereof and shall expressly assume or the obligations District of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent Columbia or (ii) any one or more other Restricted Subsidiaries, provided, ; provided that when any Guarantor Person that is a Loan Party is merging with another a Restricted Subsidiary, (A) the Guarantor a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03Person;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve, dissolve or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form (x) if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is if not materially disadvantageous to the Lenders and (y) to the extent such Restricted Subsidiary is a Loan Party, any assets or business not otherwise disposed of or transferred in accordance with Sections 7.02 (other than 7.02(e)) or 7.05 or, in the case of any such business, discontinued, shall be transferred to otherwise owned or conducted by another Loan Party after giving effect to such liquidation or dissolution (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be a Guarantor or the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which that is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;; and
(d) so long as no Event of Default exists under Sections 8.01(a), (f) or (j) or would result therefrom, the Borrower may merge or consolidate with any other Person; provided that (i) the Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Borrower (any such Person, the “Successor Company”), (A) the Successor Company shall be an entity organized or existing under the Laws of the United States, any state thereof or the District of Columbia, (B) the Successor Company shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its Guaranty shall apply to the Successor Company’s obligations under the Loan Documents, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement and other applicable Collateral Documents confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, (E) if requested by the Administrative Agent, each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, and (F) the Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document preserves the enforceability of this Agreement, the Guarantee and the Collateral Documents and the perfection of the Liens under the Collateral Documents; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the Borrower under this Agreement; and
(e) any Restricted Subsidiary may merge or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, provided that (i) the continuing or surviving Person shall be a Restricted SubsidiarySubsidiary or the Borrower, which together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) 6.11 to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02required pursuant to the Collateral and Guarantee Requirement; and
(ef) a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05 (other than or an Investment permitted by Section 7.05(f)(A))7.02.
Appears in 4 contracts
Sources: Term Loan B Credit Agreement (Vine Resources Inc.), Term Loan Credit Agreement (Vine Resources Inc.), Term Loan B Credit Agreement (Vine Resources Inc.)
Fundamental Changes. MergeThe Borrower shall not, dissolvenor shall the Borrower permit any Restricted Subsidiary to, liquidateconsolidate, consolidate amalgamate or merge with or into or wind up into another Person, or Dispose liquidate or dissolve 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 PersonPerson (other than as part of the Transactions), except that, so long as no Event of Default exists or would result therefrom:
(a1) any Restricted Subsidiary may merge or consolidate with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, that ; provided that
(a) the Borrower shall be the continuing or surviving Person Person, and
(b) such merger or consolidation does not result in the surviving Person shall Borrower ceasing to be a Person organized and existing under the laws Laws of the United States or States, any state thereof and shall expressly assume or the obligations District of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent or Columbia.
(ii2) (a) any one or more other Restricted Subsidiaries, provided, that when any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate merge or consolidate with or into any other Restricted Subsidiary that is not a Loan Party; (b) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary that is a Loan Party; provided that a Loan Party shall be the continuing or surviving Person; (c) any merger the sole purpose of which is to reincorporate or reorganize a Loan Party in another jurisdiction in the United States will be permitted; and (iid) any Restricted Subsidiary may liquidate or dissolve, dissolve or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest interests of the Borrower and its the Restricted Subsidiaries and is not materially disadvantageous to the Lenders (it being understood Lenders; provided that in the case of any dissolution of a Subsidiary that is a Guarantorclause (d), such Subsidiary shall at or before the time Person who receives the assets of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a dissolving or liquidated Restricted Subsidiary that is a Guarantor will remain shall be a Guarantor unless Loan Party or such Guarantor is disposition shall otherwise be permitted to cease being a Guarantor hereunder)under Section 7.05 or the definition of “Permitted Investments”;
(c3) any Restricted Subsidiary may Dispose dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary;
(4) so long as no Event of Default has occurred and is continuing or would result therefrom, the Borrower may merge or consolidate with (or dispose of all or substantially all of its assets to) any other Person; provided that (a) the Borrower shall be the continuing or surviving corporation or (b) if the transferor Person formed by or surviving any such merger or consolidation is not the Borrower (or, in connection with a disposition of all or substantially all of the Borrower’s assets, is the transferee of such assets) (any such Person, a transaction is a Guarantor, then “Successor Borrower”):
(i) the transferee must either Successor Borrower will:
(A) be an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia,
(B) expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or a Guarantor thereto in form reasonably satisfactory to the Administrative Agent and the Borrower and
(C) deliver to the Administrative Agent (I) an Officer’s Certificate stating that such merger or consolidation or other transaction and such supplement to this Agreement or any Loan Document (as applicable) comply with this Agreement and (II) an Opinion of Counsel including customary organization, due execution, no conflicts and enforceability opinions to the extent reasonably requested by the Administrative Agent;
(ii) substantially contemporaneously with such transaction (or at a later date as agreed by the Administrative Agent),
(A) each Guarantor, unless it is the other party to such merger or consolidation, will by a supplement to the Guaranty (or in another form reasonably satisfactory to the Administrative Agent and the Borrower) reaffirm its Guaranty of the Obligations (including the Successor Borrower’s obligations under this Agreement),
(B) each Loan Party, unless it is the other party to such merger or consolidation, will, by a supplement to the Security Agreement (or in another form reasonably satisfactory to the Administrative Agent), confirm its grant or pledge thereunder,
(C) if reasonably requested by the Administrative Agent, each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, will, by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Collateral Agent and the Borrower), confirm that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement;
(iii) after giving pro forma effect to such incurrence, the Borrower would be permitted to incur at least $1.00 of additional Permitted Ratio Debt pursuant to clause (C)(I) of the definition thereof; and
(iv) to the extent constituting an Investmentreasonably requested by the Administrative Agent, the Administrative Agent shall have received at least two (2) Business Days prior to the consummation of such Investment must transaction all documentation and other information in respect of the Successor Borrower required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; provided further that if the foregoing are satisfied, the Successor Borrower will succeed to, and be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03substituted for, respectivelythe Borrower under this Agreement;
(d5) [reserved];
(6) any Restricted Subsidiary may merge or consolidate with (or dispose of all or substantially all of its assets to) any other Person in order to effect an a Permitted Investment or other investment permitted pursuant to Section 7.027.05; providedprovided that solely in the case of a merger or consolidation involving a Loan Party, no Event of Default exists or would result therefrom; provided further that (i) the continuing or surviving Person shall will be (a) the Borrower or (b) a Restricted Subsidiary, in each case, which together with each of its Restricted Subsidiaries, shall will have complied with the applicable requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; and6.11;
(e7) a merger, dissolution, liquidation, consolidation or Dispositiondisposition, the purpose of which is to effect a Disposition disposition permitted pursuant to Section 7.05 7.04 or a disposition that does not constitute any Asset Sale (other than Section 7.05(f)(Aa transaction described in clause (b) of the definition of Asset Sale));
(8) the Borrower and any Restricted Subsidiary may (a) convert into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the jurisdiction of organization of the Borrower or the laws of a jurisdiction in the United States and (b) change its name; and
(9) the Loan Parties and the Restricted Subsidiaries may consummate the Transactions.
Appears in 4 contracts
Sources: Credit Agreement (Superior Industries International Inc), Credit Agreement (Superior Industries International Inc), Credit Agreement (Superior Industries International Inc)
Fundamental Changes. Merge, dissolve, liquidate(a) With respect to the Borrower, consolidate with or into another Personmerge with or into, or Dispose of (whether in one transaction convey, transfer or in a series of transactions) lease all or substantially all of its assets (whether now owned in one transaction or hereafter acquired) a series of related transactions, to or in favor of any Person, except that, so long as no Event of Default exists or would result therefromunless:
(a) any Restricted Subsidiary may merge with (i) the Borrower is the surviving Person;
(including a mergerii) immediately after giving effect to such transaction, the purpose no Event of which is Default shall have occurred and be continuing;
(iii) immediately after giving pro forma effect to reorganize such transaction, either (a) the Borrower into a new jurisdiction)would be able to incur at least an additional $1.00 of Ratio Debt or (b) the Fixed Charge Coverage Ratio of the Borrower, providedas applicable, that and its Restricted Subsidiaries would not be lower than it was immediately prior to giving effect to such transaction;
(iv) the Borrower shall have delivered to the Administrative Agent an officer’s certificate stating that such consolidation, merger or transfer and such supplemental indenture and other documents or instruments (if any) comply with this Agreement and Collateral Documents; and
(v) to the extent any assets of the Person which is merged or consolidated with or into the Borrower are assets of the type which would constitute Collateral under the Collateral Documents, the Borrower will take such action, if any, as may be reasonably necessary to cause such property and assets to be made subject to the continuing or surviving Person Lien of the applicable Collateral Documents in the manner and to the extent required in this Agreement or the surviving Person applicable Collateral Documents and shall be take all reasonably necessary action so that such Lien is perfected to the extent required by the applicable Collateral Documents. Notwithstanding any other provision of this covenant, (a) the Borrower may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Person Guarantor, (b) the Borrower may consolidate or otherwise combine with or merge into an Affiliate organized and or existing under the laws of the United States of America, any State of the United States or the District of Columbia incorporated or organized for the purpose of changing the legal domicile of the Borrower, reincorporating the Borrower in another jurisdiction, or changing the legal form of the Borrower, (c) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Borrower or a Guarantor, (d) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary and (e) the Borrower and its Restricted Subsidiaries may complete any Reorganization Transaction. Notwithstanding anything herein to the contrary, in the event of any merger, amalgamation, dissolution, liquidation, consolidation, amalgamation or Division of any Loan Party or a Restricted Subsidiary effected in accordance with this Section 7.04, the Borrower shall (x) promptly deliver or cause to be delivered to the Administrative Agent for further distribution by the Administrative Agent to each Lender (1) such information and documentation reasonably requested by the Administrative Agent or any state thereof Lender in order to comply with applicable “know your customer” and shall anti-money laundering rules and regulations, including the USA PATRIOT Act and (2) a Beneficial Ownership Certification and (y) do, execute, acknowledge, deliver, record, re-record, file, re-file, register, re-register, publish and re-publish any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or Collateral Agent may reasonably request in order to perfect or continue the perfection of the Liens granted or purported to be granted by the Collateral Documents in accordance with Section 6.11 and as promptly as practicable.
(b) With respect to the Guarantors, subject to certain limitations described in this Agreement governing release of a Guarantee upon the sale, disposition or transfer of a Guarantor, consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets, in one or a series of related transactions, to any Person, unless:
(i) Pursuant to such transaction:
(A) the other Person is the Borrower or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or either (x) the Borrower or a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person (the “Successor Person”) expressly assume assumes all the obligations of the Borrower pursuant to documents reasonably acceptable Guarantor under its Guaranty and this Agreement;
(B) immediately after giving effect to the Administrative Agent or transaction, no Event of Default shall have occurred and be continuing; and
(ii) any one or more other Restricted Subsidiaries, provided, that when any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor shall be the continuing or surviving Person or (BC) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness any assets of a Restricted Subsidiary the Person which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(i) any Subsidiary that is not a Loan Party may mergemerged, amalgamate consolidated or consolidate amalgamated with or into any other Subsidiary such Guarantor are assets of the type which would constitute Collateral under the Collateral Documents, such Guarantor or the Successor Person will take such action, if any, as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the applicable Collateral Documents in the manner and to the extent required in this Agreement or the applicable Collateral Documents and shall take all reasonably necessary action so that is not a Loan Party and such Lien in perfected to the extent required by the applicable Collateral Documents; or
(ii) any Subsidiary may liquidate the transaction constitutes a sale, disposition or dissolvetransfer of the Guarantor or the conveyance, transfer or lease of all or substantially all of the assets of the Guarantor (in each case other than to the Borrower or a Restricted Subsidiary) otherwise not prohibited by this Agreement. Notwithstanding any Subsidiary other provision of this covenant, any Guarantor may (if a) consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to another Guarantor or the perfection and priority Borrower, (b) consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Liens securing Guarantor, reincorporating the First Lien Obligations is not adversely affected therebyGuarantor in another jurisdiction, or changing the legal form of the Guarantor, (c) convert into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor, (d) liquidate or dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interest interests of the Borrower and (e) complete any Reorganization Transaction. Notwithstanding anything to the contrary in this covenant, the Borrower may contribute Equity Interests of any or all of its Subsidiaries to any Guarantor. Any reference herein to a merger, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, limited partnership or trust, or an allocation of assets to a series of a limited liability company, limited partnership or trust (or the unwinding of such a division or allocation), as if it were a merger, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company, limited partnership or trust shall constitute a separate Person hereunder (and is not disadvantageous to the Lenders (it being understood that in the case each division of any dissolution of a Subsidiary limited liability company, limited partnership or trust that is a GuarantorSubsidiary, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(d) any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its SubsidiariesUnrestricted Subsidiary, joint venture or any other like term shall have complied with the requirements of Section 6.12 also constitute such a Person or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; and
(e) 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(f)(A)entity).
Appears in 4 contracts
Sources: Credit Agreement (Helix Energy Solutions Group Inc), Credit Agreement (Helix Energy Solutions Group Inc), Credit Agreement (Hornbeck Offshore Services Inc /La)
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 PersonPerson (other than as part of the Transactions), except that, so long as no Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge merge, amalgamate or consolidate with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, ; provided that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent or (ii) any one or more other Restricted Subsidiaries, provided, ; provided that when any Guarantor Person that is a Loan Party is merging with another a Restricted Subsidiary, (A) the Guarantor a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03Person;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and Party, (ii) any Subsidiary (other than a Borrower) may liquidate or dissolve, or the Borrower or dissolve and (iii) any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if if, with respect to clauses (ii) and (iii), the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is if not materially disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the a Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower a Guarantor or a Guarantor Borrower or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 (other than Section 7.02(e)) and 7.03, respectively;; and
(d) so long as no Default has occurred and is continuing or would result therefrom, the Borrower may merge or consolidate with any other Person; provided that (i) the Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Borrower (any such Person, the “Successor Company”), (A) the Successor Company shall be an entity organized or existing under the Laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its Guarantee shall apply to the Successor Company’s obligations under the Loan Documents, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement and other applicable Collateral Documents confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, (E) if requested by the Administrative Agent, each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, and (F) the Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the Borrower under this Agreement; and
(e) so long as no Default has occurred and is continuing or would result therefrom (in the case of a merger involving a Loan Party), any Restricted Subsidiary may merge or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, provided that (i) the continuing or surviving Person shall be a Restricted SubsidiarySubsidiary of the Borrower, which together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) 6.11 to the extent constituting an Investmentrequired pursuant to the Collateral and Guarantee Requirement;
(f) the Borrower and the Restricted Subsidiaries may consummate the Merger, such Investment must be a permitted Investment in accordance with Section 7.02related transactions contemplated by the Transaction Agreement (and documents related thereto) and the Transactions; and
(eg) so long as no Default has occurred and is continuing 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 (other than Section 7.05(f)(A))7.05.
Appears in 3 contracts
Sources: Credit Agreement (APX Group Holdings, Inc.), Credit Agreement (APX Group Holdings, Inc.), Credit Agreement (APX Group Holdings, 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, except that, so long as no Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge with (i) the Borrower (including a mergerBorrower, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, provided that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent Person, or (ii) any one or more other Restricted Subsidiaries, provided, provided that when any Guarantor Wholly Owned Subsidiary is merging with another Restricted Subsidiary, (A) the Guarantor a Wholly Owned Subsidiary shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03Person;
(ib) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Restricted Subsidiary may liquidate or dissolve, dissolve or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest interests of the Borrower and its Restricted Subsidiaries and is not materially disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder)Lenders;
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a GuarantorWholly Owned Subsidiary, then (i) the transferee must either be the Borrower or a Guarantor Wholly Owned Subsidiary; provided, further that if the transferor in any such a transaction is a Guarantor, then the transferee must either be the Borrower or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectivelyGuarantor;
(d) any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, provided that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 6.12;
(e) each of the Borrower and any of its Restricted Subsidiaries may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it; provided 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 entity and (ii) in the case of any such merger to which any Loan Party (other than the extent constituting an InvestmentBorrower) is a party, such Investment must be a permitted Investment in accordance with Section 7.02; andLoan Party is the surviving entity;
(ef) a merger, dissolution, liquidation, consolidation or Disposition, the purpose and effect of which is to effect consummate a Disposition permitted pursuant to Section 7.05 7.06; and
(other than Section 7.05(f)(A))g) the sale of Receivables Facility Assets in connection with Permitted Receivables Financings.
Appears in 3 contracts
Sources: Third Amendment and Restatement Agreement (Targa Resources Partners LP), Second Amendment and Restatement Agreement (Targa Resources Partners LP), Credit Agreement (Targa Resources Partners LP)
Fundamental Changes. Merge, dissolve, liquidate, amalgamate, consolidate with or into another Person, 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 PersonPerson (including, in each case, pursuant to an LLC Division or LP Division, or an allocation of assets to a Series LLC or Series LP), except that, (other than in the case of clause (e) below) so long as no Event of Default exists or would result therefrom:
(a) Parent Borrower and any Restricted Subsidiary may merge merge, amalgamate or consolidate with (i) the any Borrower (including a merger, the purpose of which is to reorganize the such Borrower into a new jurisdiction); provided that (A) such Borrower shall be a person organized under the laws of the United States, providedany state thereof or the District of Columbia, that and such Borrower (or, in the Borrower case of a merger, amalgamation or consolidation with Parent Borrower, Parent Borrower) shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the such Borrower pursuant to documents reasonably acceptable to the Administrative Agent and (B) the surviving person shall provide any documentation and other information about such person as shall have been reasonably requested in writing by any Lender through the Administrative Agent that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including Title III of the PATRIOT Act, or (ii) any one or more other Restricted Subsidiaries, provided, ; provided that when any Subsidiary Guarantor is merging merging, amalgamating or consolidating with another Restricted Subsidiary, Subsidiary that is not a Subsidiary Guarantor either (A) the Subsidiary Guarantor shall be the continuing or surviving Person or (B) such merger, amalgamation or consolidation shall be deemed to constitute either an Investment or Disposition, as elected by the extent constituting an InvestmentBorrower, and such Investment must be a Permitted Investment, other Investment permitted Investment in under Section 7.05 or Indebtedness of a Restricted Subsidiary which is not a Loan Party Subsidiary Guarantor in accordance with Sections 7.02 and 7.03Section 7.01, respectively or such Disposition must be a Disposition permitted hereunder;
(i) any Restricted Subsidiary (other than Subsidiary Borrower) that is not a Loan Party Subsidiary Guarantor may merge, amalgamate or consolidate with or into any other Restricted Subsidiary that is not a Loan Party Subsidiary Guarantor and (ii) any Restricted Subsidiary (other than Subsidiary Borrower) may liquidate or dissolve, or the any Borrower or any Subsidiary Party may (if the validity, perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Parent Borrower determines in good faith that such action is in the best interest of the Parent Borrower and its Subsidiaries and is not disadvantageous to the Lenders in any material respect (it being understood that in the case of any liquidation or dissolution of a Restricted Subsidiary that is (A) a GuarantorCo-Borrower, such Subsidiary shall at or before the time of such dissolution cease to be a Co-Borrower under this Agreement in accordance with Section 11.03 or (B) a Loan Party, such Subsidiary shall at or before the time of such liquidation or dissolution transfer its assets to either Borrower or another Restricted Subsidiary that is a GuarantorLoan Party in the same jurisdiction or a different jurisdiction reasonably satisfactory to the Administrative Agent unless such Disposition of assets is permitted hereunder; and in the case of any change in legal form, a Restricted Subsidiary that is a Co-Borrower or a Guarantor will remain a Co-Borrower or a Guarantor unless such Co-Borrower or Guarantor is otherwise permitted to cease being a Co-Borrower or a Guarantor hereunder);
(c) any Restricted Subsidiary (other than Subsidiary Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the a Borrower or to another any Restricted Subsidiary; provided that if the transferor in such a transaction is (A) a GuarantorCo-Borrower, such Subsidiary shall at or before the time of such dissolution cease to be a Co-Borrower under this Agreement in accordance with Section 11.03 or (B) a Loan Party, then either (i) the transferee must either be the a Borrower or a Subsidiary Guarantor or (ii) to the extent such Disposition of assets shall be deemed to constitute either an Investment or Disposition, such Investment must be a Permitted Investment or Indebtedness of a Non-Loan Party Subsidiary in accordance with Section 7.01, respectively, or such Disposition must be a Disposition permitted hereunder; provided, however, that a Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to any Loan Party in the same jurisdiction as the disposing party or in another jurisdiction reasonably acceptable to the Administrative Agent;
(d) any Restricted Subsidiary (other than Subsidiary Borrower) may merge, amalgamate or consolidate with, or dissolve into, any other Person in order to effect a Permitted Investment or other Investment permitted under Section 7.05; provided that (i) the continuing or surviving Person shall, to the extent subject to the terms hereof, have complied with the requirements of Section 6.12, (ii) to the extent constituting an Investment, such Investment must be a Permitted Investment or other Investment permitted Investment in or Indebtedness of under Section 7.05, (iii) to the extent constituting a Disposition, such Disposition must be permitted hereunder and (iv) to the extent such Restricted Subsidiary which is not a Loan Party Co-Borrower, it shall cease to be a Co-Borrower in accordance with Sections 7.02 and 7.03, respectivelySection 11.03;
(de) the Borrower Parties may consummate the Transactions;
(f) the Parent Borrower and any Restricted Subsidiary may effect a Permitted Tax Reorganization;
(g) any Restricted Subsidiary (other than the Subsidiary Borrower) may merge, dissolve, liquidate, amalgamate, consolidate with or into another Person in order to effect a Disposition (whether in one transaction or in a series of transactions) of all or substantially all of its assets (whether now owned or hereafter acquired) permitted pursuant to Section 7.04 (other than Dispositions permitted by this Section 7.03); provided that if such Restricted Subsidiary is a Co-Borrower, it shall cease to be a Co-Borrower in accordance with Section 11.03;
(h) any Restricted Subsidiary (other than the Subsidiary Borrower) may merge, dissolve, liquidate, amalgamate, consolidate with or into another Person or Dispose of its assets if (i) such transaction is undertaken in good faith to improve the tax efficiency of the Parent Borrower and its Subsidiaries and (ii) after giving effect to such transaction, each of the security interest of the Collateral Agent in the Collateral, taken as a whole, and the value of the Guarantees, taken as a whole, is not materially impaired;
(i) any Restricted Subsidiary may merge with any other Person in order to effect enter into an Investment permitted pursuant to Section 7.02; provided, that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02Intercompany License Agreement; and
(ej) any Permitted Investment may be structured as a merger, dissolution, liquidation, consolidation or Dispositionamalgamation. For the avoidance of doubt, notwithstanding anything else contained herein, any LLC Conversion shall be permitted under this Agreement and each other Loan Document. Notwithstanding anything to the purpose contrary, none of which is the Borrower Parties shall transfer (including by way of an exclusive license) any Material IP to effect a Disposition permitted pursuant an Unrestricted Subsidiary (or in the case of any Material IP owned by any Loan Party to Section 7.05 (other than Section 7.05(f)(Aany Non-Loan Party)); provided that the foregoing shall not restrict any Borrower Party from entering into any non-exclusive license of Material IP in the ordinary course of business.
Appears in 3 contracts
Sources: Refinancing Amendment and Second Amendment to Credit Agreement (MeridianLink, Inc.), Credit Agreement (MeridianLink, Inc.), Credit Agreement (MeridianLink, Inc.)
Fundamental Changes. MergeThe Borrower will not, dissolveand will not permit any Subsidiary to, liquidate, merge into or consolidate with or into another any other Person, or Dispose of (whether in one transaction permit any other Person to merge into or in a series of transactions) all consolidate with it, or substantially all of its assets (whether now owned liquidate or hereafter acquired) to or in favor of any Persondissolve, except that, so long as if at the time thereof and immediately after giving effect thereto no Default or Event of Default exists or would result therefrom:
shall have occurred and be continuing (a) any Restricted Subsidiary Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (b) any Person may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, that the Borrower shall be the continuing or surviving Person or any Wholly Owned Subsidiary Guarantor so long as the surviving Person shall be entity is or becomes a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent or (ii) any one or more other Restricted Subsidiaries, provided, that when any Guarantor is merging with another Restricted SubsidiaryWholly Owned Subsidiary Guarantor, (A) the Guarantor shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (iic) any Subsidiary may liquidate Dispose of its assets to the Borrower or dissolveany Wholly Owned Subsidiary Guarantor pursuant to a transaction of liquidation or dissolution, or (d) the Borrower or any Subsidiary may (if the perfection and priority Dispose of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines interest in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not disadvantageous any Subsidiary pursuant to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time merger of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal formSubsidiary, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(ce) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(d) any Restricted Foreign Subsidiary may merge with any other Person in order so long as the surviving entity is a Subsidiary or Dispose of its assets to effect an Investment permitted any other Subsidiary pursuant to Section 7.02; provided, that a transaction of liquidation or dissolution and (f) the Borrower may merge into any other Person so long as (i) the continuing or surviving Person shall be entity assumes all the Obligations of the Borrower hereunder and under the other Loan Documents pursuant to a Restricted Subsidiarywritten agreement satisfactory to the Administrative Agent, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) the surviving entity is organized under the laws of a jurisdiction within the United States of America, (iii) no Default or Event of Default shall have occurred and be continuing, or would occur after giving effect to such merger, (iv) the Borrower shall be in compliance, on a pro forma basis after giving effect to such merger, with the covenants contained in Section 6.1, in each case recomputed as at the last day of the most recently ended fiscal quarter of the Borrower for which the relevant information is available as if such merger had occurred on the first day of each relevant period for testing such compliance (as demonstrated in a certificate of a Financial Officer delivered to the extent constituting an InvestmentAdministrative Agent at least ten Business Days prior to such merger) and (v) all filings have been made under the Uniform Commercial Code or otherwise that are required in order for the Collateral Agent to continue at all times following such merger to have a valid, such Investment must be a permitted Investment legal and perfected security interest in accordance with Section 7.02; and
(e) a merger, dissolution, liquidation, consolidation or Disposition, all the purpose of which Collateral. It is to effect a Disposition permitted understood that no transaction pursuant to this Section 7.05 (other than 6.4 shall be permitted unless any Investment or Disposition made in connection therewith is also expressly permitted by Section 7.05(f)(A))6.5 or 6.7, as applicable.
Appears in 3 contracts
Sources: Credit Agreement (SPX Corp), Credit Agreement (SPX Corp), Credit Agreement (SPX Corp)
Fundamental Changes. MergeThe Top Borrower shall not, and shall cause each Restricted Subsidiary not to, directly or indirectly, merge, amalgamate, dissolve, liquidate, consolidate with or into another Person, or purchase or otherwise acquire all or substantially all of the stock or assets of any Person (or of any division thereof), 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 PersonPerson (including, in each case, pursuant to a Division), except that, so long as no Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge merge, amalgamate or consolidate with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, Top Borrower; provided that the Top Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent Person, or (ii) any one or more other Restricted Subsidiaries; provided that, provided, that when any if a Guarantor is merging merging, amalgamating or consolidating with another Restricted SubsidiarySubsidiary that is not a Guarantor, (A) the such Guarantor shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be surviving Person shall execute and deliver a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03Guaranty;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(cb) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Top Borrower or to another Restricted Subsidiary; provided that that, if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Top Borrower or a Guarantor Guarantor;
(c) the Top Borrower or (ii) any Restricted Subsidiary may make a Disposition to the extent constituting permitted by Section 7.05 or an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections by Section 7.02 and 7.03, respectively(other than Section 7.02(r));
(d) the Top Borrower or any Restricted Subsidiary may merge with purchase or otherwise acquire all or substantially all of the stock or assets of any other Person in order (or of any division thereof), including by way of merger or amalgamation, so long as both before and after giving pro forma effect to effect an Investment permitted pursuant to Section 7.02; provided, that any such purchase or acquisition (i) the continuing or surviving Person no Event of Default shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or then exist and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment Top Borrower would have been in accordance compliance with Section 7.027.10 on a Pro Forma Basis on the last day of the Test Period most recently ended if such acquisition had been made on such date (regardless of whether any Covenant Facility is then outstanding); and
(e) 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(f)(A))transactions set forth on Schedule 7.04.
Appears in 3 contracts
Sources: Credit Agreement (Pursuit Attractions & Hospitality, Inc.), Canadian Benchmark Replacement Conforming Changes Amendment (Viad Corp), Credit Agreement (Viad Corp)
Fundamental Changes. MergeThe Borrower will not, dissolveand will not permit any Subsidiary to, liquidate, merge into or consolidate with or into another any other Person, or Dispose of (whether in one transaction permit any other Person to merge into or in a series of transactions) all consolidate with it, or substantially all of its assets (whether now owned liquidate or hereafter acquired) to or in favor of any Persondissolve, except that, so long as if at the time thereof and immediately after giving effect thereto no Event of Default exists or would result therefrom:
shall have occurred and be continuing, (i) (a) any Restricted wholly owned domestic Subsidiary may merge or consolidate with the Borrower in a transaction in which the Borrower is the surviving entity and (ib) the Borrower (including a merger, the purpose of which is to reorganize may merge or consolidate with any other Person so long as the Borrower into a new jurisdiction), provided, that is the Borrower shall be the continuing or surviving Person entity or the surviving Person corporation (if the surviving corporation is not the Borrower) shall be a Person organized and existing under the laws of a state of the United States of America or any state thereof the District of Columbia and shall expressly assume all of the Loans and other obligations of the Borrower under this Agreement pursuant to documents reasonably acceptable a written instrument satisfactory to the Administrative Agent or and shall cause to be delivered such opinions of counsel satisfactory to the Administrative Agent as the Administrative Agent shall reasonably request relating to such merger and assumption, (ii) any one or more other Restricted Subsidiaries, provided, that when any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate merge or consolidate with or into any other Subsidiary that in a transaction in which the surviving entity is not a Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party and (iiiii) any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form dissolve if the Borrower determines in good faith that such action liquidation or dissolution is in the best interest interests of the Borrower and its Subsidiaries and is not materially disadvantageous to the Lenders (it being understood Lenders; provided, in each case that in the case of any dissolution of such merger or consolidation involving a Subsidiary Person that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(d) any Restricted wholly owned Subsidiary may merge with any other Person in order immediately prior to effect an Investment such merger shall not be permitted pursuant to unless also permitted by Section 7.02; provided, that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; and
(e) 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(f)(A))6.04.
Appears in 3 contracts
Sources: Credit Agreement (Blockbuster Inc), Credit Agreement (Blockbuster Inc), Credit Agreement (Blockbuster Inc)
Fundamental Changes. Merge(a) With respect to the Borrower or any Significant Subsidiary, dissolvewithout the consent of the Administrative Agent and the Required Lenders enter into any transaction of merger or consolidation or amalgamation, or liquidate, consolidate with wind up or into another Persondissolve (or suffer any liquidation or dissolution), convey, sell, lease, transfer or Dispose of (whether otherwise dispose of, in one transaction or in a series of transactions) , all or substantially all of the consolidated assets of the Borrower and its assets (whether now owned or hereafter acquired) to or in favor of any PersonSubsidiaries, taken as a whole, except that, so long as no Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge with (i) for sales, leases or rentals of property or assets in the ordinary course of business, (ii) that any consolidated Subsidiary of the Borrower may be merged or consolidated with or into the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, provided that the Borrower shall be the continuing or surviving Person corporation) or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent or (ii) with any one or more other Restricted Subsidiaries, provided, Subsidiaries of the Borrower (provided that when if any Guarantor is merging with another Restricted such transaction shall be between a Subsidiary and a wholly-owned Subsidiary, (A) the Guarantor wholly-owned Subsidiary shall be the continuing or surviving Person or corporation), (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (iiiii) any Subsidiary may liquidate sell, lease, transfer or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not disadvantageous to the Lenders (it being understood that in the case otherwise dispose of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if wholly-owned Subsidiary of the transferor in such a transaction is a Guarantor, then Borrower and (iiv) the transferee must either Borrower may be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(d) any Restricted Subsidiary may merge merged with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, that if (ix) the continuing Borrower is the surviving corporation, (y) immediately after giving effect to such merger, there shall exist no condition or surviving Person event which constitutes an Event of Default or which, with the giving of notice or lapse of time or both, would constitute an Event of Default, and (z) all representations and warranties contained in Article III hereof are true and correct in all material respects (except for any such representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which representation shall be a Restricted Subsidiarytrue and correct in all respects) on and as of the date of the consummation of such merger, which together with each and after giving effect thereto, as though restated on and as of its Subsidiaries, shall have complied with the requirements of Section 6.12 or such date (ii) except to the extent constituting that such representations and warranties specifically refer to an Investmentearlier date, in which case they shall be true and correct in all material respects (except for any such Investment must representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which representation shall be a permitted Investment true and correct in accordance with Section 7.02; andall respects) as of such earlier date).
(eb) a mergerWith respect to the Borrower, dissolutionwithout the consent of the Administrative Agent and the Required Lenders, liquidationcease to own, consolidation directly or Dispositionindirectly, 100% of the purpose Equity Interests of which is to effect a Disposition permitted pursuant to Section 7.05 NW Natural (other than Section 7.05(f)(Aa single share of the junior preferred capital stock of NW Natural held by an independent third party)), free and clear of any lien, pledge, charge or other security interest.
Appears in 3 contracts
Sources: Credit Agreement (Northwest Natural Gas Co), Credit Agreement (Northwest Natural Holding Co), Credit Agreement (Northwest Natural Gas Co)
Fundamental Changes. Merge, dissolve, liquidate, The Borrower may not (1) consolidate or merge with or into another Person, or Dispose of Person (whether in one transaction or in a series not the Borrower is the surviving Person); or (2) sell, assign, transfer, convey or otherwise dispose of transactions) all or substantially all of the properties or assets of the Borrower and its assets Subsidiaries taken as a whole, in one or more related transactions to another Person (whether now owned or hereafter acquired) including pursuant to or in favor of any Person, except that, so long as no Event of Default exists or would result therefroma Division); unless:
(a) any Restricted Subsidiary may merge with either: (i) the Borrower is the surviving Person; or (including a merger, ii) the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, that the Borrower shall be the continuing Person formed by or surviving Person any such consolidation or merger (if other than the surviving Person shall be Borrower) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a Person organized and or existing under the laws of the United States States, any state of the United States, the District of Columbia or any state territory thereof and shall expressly assume (the Borrower or such Person, as the case may be, being herein called, the “Successor Borrower”);
(b) the Successor Borrower (if other than the Borrower) assumes all the obligations of the Borrower under this Agreement and the other Loan Documents to which it is a party by executing a joinder or one or more other documents or instruments in form reasonably satisfactory to the Administrative Agent;
(c) immediately after such transaction no Default or Event of Default exists;
(d) immediately after giving pro forma effect to such transaction and any related financing transactions, as if the same had occurred at the beginning of the applicable four-quarter period, either:
(i) the Successor Borrower would be permitted to incur at least $1.00 of additional Indebtedness pursuant to documents Section 7.01(a); or
(ii) the Fixed Charge Coverage Ratio for the Successor Borrower and its Restricted Subsidiaries would be equal to or greater than such ratio for the Borrower and its Restricted Subsidiaries immediately prior to such transaction;
(e) each Subsidiary Guarantor (other than (x) any Subsidiary Guarantor that will be released from its obligations under its Subsidiary Guarantee in connection with such transaction and (y) any party to any such consolidation or merger that does not survive or become the Successor Borrower) shall have delivered a joinder or other document or instrument in form reasonably acceptable satisfactory to the Administrative Agent, confirming its Subsidiary Guarantee; and
(f) each Subsidiary Guarantor (other than (x) any Subsidiary that will be released from its grant or pledge of Collateral under the Security Agreement in connection with such transaction and (y) any party to any such consolidation or merger that does not survive or become the Successor Borrower) shall have by a supplement to the Security Agreement or another document or instrument in form reasonably satisfactory to the Administrative Agent or affirmed that its obligations thereunder shall apply to its Guaranty as confirmed pursuant to clause (iie) any one or more other Restricted Subsidiariesabove; provided that, providedfor the purposes of this Section 7.06 only, that when any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor shall neither a Music Publishing Sale nor a Recorded Music Sale will be the continuing or surviving Person or (B) deemed to the extent constituting an Investment, such Investment must be a permitted Investment in sale, assignment, transfer, conveyance or Indebtedness other disposition of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate all or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority substantially all of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest properties or assets of the Borrower and its Subsidiaries and is not disadvantageous taken as a whole. For the avoidance of doubt, (1) the Borrower may therefore consummate a Music Publishing Sale in accordance with Section 7.03 without complying with this Section 7.06 notwithstanding anything to the Lenders contrary in this Section 7.06, (it being understood that 2) the Borrower may therefore consummate a Recorded Music Sale in accordance with Section 7.03 without complying with this Section 7.06 notwithstanding anything to the contrary in this Section 7.06 and (3) the determination in the case preceding proviso shall not affect the determination of what constitutes all or substantially all the assets of the Borrower under any dissolution other contract to which the Borrower is a party. For the purpose of this Section 7.06, with respect to any sale, lease, transfer, conveyance or other disposition of properties or assets in connection with any acquisition (including any acquisition by means of a Subsidiary that is a Guarantor, such Subsidiary shall at merger or before consolidation with or into the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) Borrower or any Restricted Subsidiary may Dispose Subsidiary), the determination of whether such sale, lease, transfer, conveyance or disposition constitutes a sale of all or substantially all of its the properties or assets (upon voluntary liquidation or otherwise) to of the Borrower or to another Restricted Subsidiary; provided that if the transferor in such and its Subsidiaries taken as a transaction is a Guarantor, then (i) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(d) any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, that (i) the continuing or surviving Person whole shall be made on a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) pro forma basis giving effect to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; and
(e) 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(f)(A))acquisition.
Appears in 3 contracts
Sources: Credit Agreement (Warner Music Group Corp.), Credit Agreement (Warner Music Group Corp.), Credit Agreement (Warner Music Group Corp.)
Fundamental Changes. MergeEnter into any merger, dissolveconsolidation or amalgamation, or liquidate, consolidate with wind up or into another Persondissolve itself (or suffer any liquidation or dissolution), or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned property or hereafter acquired) to or in favor of any Personbusiness, except that, so long as no Event of Default exists or would result therefrom:
(ai) any Restricted Subsidiary of the Borrower may merge be merged or consolidated with (i) or into the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, provided that the Borrower shall be the continuing or surviving Person Person) or with or into any Subsidiary Guarantor (provided that the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent or (ii) any one or more other Restricted Subsidiaries, provided, that when any Guarantor is merging with another Restricted Subsidiary, (A) the Subsidiary Guarantor shall be the continuing or surviving Person or Person); and (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(iii) any Subsidiary of the Borrower that is not a Loan Party Guarantor may merge, amalgamate be merged or consolidate consolidated with or into any other Subsidiary that is not a Loan Party and Guarantor;
(iii) any Subsidiary of the Borrower may liquidate Dispose of any or dissolve, or all of its assets (x) to the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) or (y) pursuant to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower or a Guarantor or Disposition permitted by Section 7.5 and (ii) to any Subsidiary of the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which Borrower that is not a Loan Party in accordance with Sections 7.02 and 7.03Subsidiary Guarantor may Dispose of any or all of its assets to any other Subsidiary of the Borrower that is not a Subsidiary Guarantor;
(c) any Investment expressly permitted by Section 7.7 may be structured as a merger, respectivelyconsolidation or amalgamation;
(d) any Restricted Subsidiary may merge with dissolve, liquidate or wind up its affairs at any other Person in order time provided that such dissolution, liquidation or winding up, as applicable, would not reasonably be expected to effect an Investment permitted pursuant to Section 7.02; provided, that (i) the continuing or surviving Person shall be have a Restricted Subsidiary, which together with each Material Adverse Effect and all of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) assets and business are transferred to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02Loan Party; and
(e) any Subsidiary that is not a mergerSubsidiary Guarantor may dissolve, dissolutionliquidate, liquidation, consolidation or Dispositionwind up its affairs and distribute its assets ratably to its shareholders (provided that in connection with the foregoing and to the extent such assets are distributed to a Loan Party, the purpose of which is Borrower will, and will cause each Subsidiary Guarantor to effect a Disposition permitted pursuant to comply with Section 7.05 (other than Section 7.05(f)(A)6.9).
Appears in 3 contracts
Sources: Second Amendment (RE/MAX Holdings, Inc.), Credit Agreement (RE/MAX Holdings, Inc.), Credit Agreement (RE/MAX Holdings, 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, except that, so long as no Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge with or liquidate into (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdictionjurisdiction so long as the Borrower remains organized under the laws of the United States, any state thereof or the District of Columbia (the “Jurisdictional Requirements”), provided, ); provided that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent Person, or (ii) any one or more other Restricted Subsidiaries, provided, ; provided that when any Guarantor Restricted Subsidiary that is a Loan Party is merging with another Restricted Subsidiary, (A) the Guarantor a Loan Party shall be the continuing or surviving Person Person; or (B) to the extent constituting an Investment, such Investment must be a an Investment permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections by Section 7.02 and any Indebtedness corresponding to such Investment must be permitted by Section 7.03;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than the Borrower) may liquidate or dissolve, dissolve or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest interests of the Borrower and its Subsidiaries and is not disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder)Borrower;
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(d) any Restricted Subsidiary may merge with any other Person in order to (i) effect an Investment permitted pursuant to Section 7.02; provided, 7.02 (provided that (iA) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 6.12 or and (iiB) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02) or (ii) to effect the designation of a Restricted Subsidiary as an Unrestricted Subsidiary or an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with Section 6.15; provided that if the Borrower is a party to any transaction effected pursuant to this Section 7.04(c), (A) the Borrower shall be the continuing and surviving Person or the continuing or surviving Person shall expressly assume the obligations of the Borrower in a manner reasonably acceptable to the Administrative Agent, (B) the Jurisdictional Requirements shall be satisfied, and (C) no Event of Default shall have occurred and be continuing or would result therefrom;
(d) so long as no Default exists or would result therefrom, the Borrower may (i) merge with any other Person; provided that the Borrower shall be the continuing or surviving corporation and the Jurisdictional Requirements shall be satisfied or (ii) change its legal form to a limited liability company if the Borrower determines in good faith that such action is in the best interests of the Borrower; and
(e) so long as no Event of Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation liquidation or Dispositionconsolidation, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05 7.05, may be effected; provided that if the Borrower is a party to any transaction effected pursuant to this Section 7.04(e), (other than Section 7.05(f)(A))i) the Borrower shall be the continuing or surviving Person and (ii) the Jurisdictional Requirements shall be satisfied.
Appears in 3 contracts
Sources: Credit Agreement (Quintiles Transnational Holdings Inc.), Credit Agreement (Quintiles Transnational Holdings Inc.), Credit Agreement (Quintiles Transnational Holdings Inc.)
Fundamental Changes. MergeNo Borrower and no other Loan Party or Subsidiary of a Borrower or other Loan Party shall merge, dissolve, liquidate, amalgamate, consolidate with or into another Person, or Dispose permit the Disposition (except as permitted under Section 6.05) of all or substantially all of its assets (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 continuing Default or Event of Default exists and no Material Adverse Change has occurred and no Default, Event of Default or Material Adverse Change would be likely to result therefromtherefrom after giving effect thereto:
(a) any Restricted Subsidiary (or any other Person) may merge merge, amalgamate or consolidate with (i) the Borrower (including any Borrower; provided that a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent or (ii) any one or more other Restricted Subsidiaries, provided, ; provided that (A) when any Guarantor is merging with another Restricted Subsidiary, (A) Subsidiary that is not a Loan Party the Guarantor shall be the continuing or surviving Person or the continuing or surviving Person shall become a Guarantor, (B) to the extent constituting an Investment, such Investment must be a Permitted Investment and (C) to the extent constituting a Disposition, such Disposition must be permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03Section 6.05;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and Party, (ii) any Subsidiary may liquidate or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower Representative determines in good faith that such action is in the best interest of the Borrower Pubco Guarantor and its Subsidiaries taken as a whole and is not disadvantageous to the Lenders (in any material respect, it being understood that in the case of any liquidation or dissolution of a Subsidiary that is a Borrower or a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain Borrower or a Guarantor unless such Guarantor Disposition of assets is otherwise permitted to cease being hereunder and (iii) any Designated Real Estate Subsidiary may dispose of all or substantially all of its assets (whether in one transaction or in a Guarantor hereunderseries of transactions);
(c) any Restricted Loan Party (other than Pubco Guarantor) or Subsidiary may Dispose permit the Disposition of all or substantially all of its assets (upon voluntary liquidation liquidation, dissolution or otherwise) to the Borrower any Loan Party or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Borrower or a Guarantor, then (i) the transferee must either be the a Borrower or a Guarantor (or the transferee shall become a Guarantor) or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;by Section 6.02; and
(d) any Restricted Loan Party (other than Pubco Guarantor) or any Subsidiary may merge merge, amalgamate, consolidate (and in the case of any Loan Party (other than Pubco Guarantor) or any Subsidiary, dissolve or liquidate) with any other or into another Person or permit the Disposition of all or substantially all of its assets in order to effect an Investment permitted pursuant to Section 7.02; provided, that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; and
(e) 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(f)(A))6.05; provided that a Borrower or Loan Party, as applicable shall be the continuing or surviving Person.
Appears in 3 contracts
Sources: Credit Agreement (Lazydays Holdings, Inc.), Credit Agreement (Lazydays Holdings, Inc.), Credit Agreement (Lazydays Holdings, Inc.)
Fundamental Changes. MergeNone of the Covenant Parties or any of their Restricted Subsidiaries shall 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 PersonPerson (other than as part of the Transaction), except that, so long as no Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary (other than a Borrower) may merge with (i) the any Borrower (including a merger, the purpose of which is to reorganize the such Borrower into a new jurisdiction), provided, ; provided that the such Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent or (ii) any Covenant Party or one or more other Restricted Subsidiaries, provided, ; provided that when any Guarantor Person that is a Loan Party is merging with another a Restricted Subsidiary, (A) the Guarantor a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03Person;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than a Covenant Party) may liquidate or dissolve, dissolve or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower ▇▇▇▇▇▇▇ determines in good faith that such action is in the best interest of the Borrower ▇▇▇▇▇▇▇ and its Subsidiaries and is if not materially disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Covenant Party or Restricted Subsidiary (other than a Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower a Covenant Party or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 (other than Section 7.02(e)) and 7.03, respectively;; and
(d) so long as no Default exists or would result therefrom, any Restricted Subsidiary Borrower may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02Person; provided, provided that (i) such Borrower shall be the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not such Borrower (any such Person, the “Successor Company”), (A) the Successor Company shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof (or, in the case of the Dutch Borrower, an entity organized or existing under the laws of The Netherlands), (B) the Successor Company shall expressly assume all the obligations of such Borrower under this Agreement and the other Loan Documents to which such Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the extent constituting Administrative Agent (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its Guarantee shall apply to the Successor Company’s obligations under the Loan Documents, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement and other applicable Collateral Documents confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, (E) each mortgagor of a mortgaged property, unless it is the other party to such merger or consolidation, shall have by an Investmentamendment to or restatement of the applicable Mortgage confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, and (F) such Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, such Investment must be a permitted Investment in accordance with Section 7.02Borrower under this Agreement; and
(e) 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(f)(A)).
Appears in 3 contracts
Sources: Credit Agreement (Nielsen Holdings B.V.), Credit Agreement (Nielsen Holdings B.V.), Credit Agreement (Global Media USA, LLC)
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, except that, so long as no Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge with (i) the Lead Borrower (including a merger, the purpose of which is to reorganize the Lead Borrower into a new jurisdiction), provided, that the Lead Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Lead Borrower pursuant to documents reasonably acceptable to the Administrative Agent or (ii) any one or more other Restricted Subsidiaries, provided, that when any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve, or the Lead Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien ABL Obligations is not adversely affected thereby) change its legal form if the Lead Borrower determines in good faith that such action is in the best interest of the Lead Borrower and its Subsidiaries and is not disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Lead Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Lead Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(d) any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; and
(e) 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(f)(A)).
Appears in 3 contracts
Sources: Abl Credit Agreement (GMS Inc.), Abl Credit Agreement (GMS Inc.), Abl Credit Agreement (GMS Inc.)
Fundamental Changes. MergeEnter into any merger, dissolveconsolidation or amalgamation, or liquidate, consolidate with wind up or into another Persondissolve itself (or suffer any liquidation or dissolution), or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned property or hereafter acquired) to or in favor of any Personbusiness, except that, so long as no Event of Default exists or would result therefromthat the following are permitted:
(a) any Restricted Subsidiary Person may merge be merged, amalgamated or consolidated with (i) or into the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, provided that the Borrower shall be the continuing or surviving Person corporation or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent Agent; provided further that such surviving Person shall be incorporated in the United States) or with or into any Wholly Owned Subsidiary Guarantor (ii) any one or more other Restricted Subsidiaries, provided, provided that when any Guarantor is merging with another Restricted Subsidiary, (A) the Wholly Owned Subsidiary Guarantor shall be the continuing or surviving corporation or the surviving Person or (B) shall expressly assume the obligations of the Wholly Owned Subsidiary Guarantor pursuant to documents reasonably acceptable to the extent constituting an Investment, Administrative Agent); provided that any such Investment must be merger involving a permitted Investment in or Indebtedness of a Restricted Subsidiary which Person that is not a Loan Party Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.8(i); provided further, that prior to consummating any merger, amalgamation or consolidation pursuant to this clause (a) involving a Person that is not a Subsidiary, the Borrower will deliver to the Administrative Agent a certificate of a Responsible Officer demonstrating compliance immediately following such merger, amalgamation or consolidation, on a pro forma basis giving effect to such merger, with Section 7.1; provided that, for purposes of determining compliance with Section 7.1, at the election of the Borrower, the financial covenants in Section 7.1 may be tested in accordance with Sections 7.02 and 7.03Section 1.2(e);
(b) subject to Section 7.4(a) hereof, any Subsidiary may be merged or consolidated with or into any other Subsidiary;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve, or the Borrower dissolve or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest interests of the Borrower Borrower, and (ii) any Subsidiary may liquidate or dissolve if all or substantially all of its Subsidiaries and is not disadvantageous assets are transferred to the Lenders (Borrower or a Subsidiary, it being understood that in the case of any dissolution of a Subsidiary that is a Subsidiary Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a GuarantorSubsidiary Guarantor unless such Disposition of assets is permitted hereunder; and in the case of any change in legal form, a Subsidiary that is a Subsidiary Guarantor will remain a Subsidiary Guarantor unless such Subsidiary Guarantor is otherwise permitted to cease being a Subsidiary Guarantor hereunder);
(ci) any Restricted Subsidiary of the Borrower may Dispose of all any or substantially all of its assets to the Borrower or another Subsidiary (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; ), provided that if the transferor in such a transaction is a Subsidiary Guarantor, then (iA) the transferee must either be the Borrower or a Subsidiary Guarantor or and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(d) any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (iiB) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.027.8, and (ii) the Borrower or any Subsidiary of the Borrower may Dispose of any or all of its assets pursuant to a Disposition permitted by Section 7.5; and
(e) the Borrower or any Subsidiary may make any Investment expressly permitted by Section 7.8 structured as 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(f)(A))amalgamation.
Appears in 3 contracts
Sources: Credit Agreement (Gartner Inc), 364 Day Bridge Credit Agreement (Gartner Inc), Credit Agreement (Gartner Inc)
Fundamental Changes. MergeNo Loan Party will, nor will it permit its any of its Subsidiaries to, (i) 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 PersonPerson or (ii) make or agree to make any amendment to its Organizational Documents to the extent that such amendment could reasonably be expected to be materially adverse to the interests of any Agent or Lender, except that, so long as no Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary Loan Party may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent or (ii) any one or more other Restricted Subsidiaries, provided, that when any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(i) any Subsidiary that is not a Loan Party may mergeParty, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(d) any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, that (i) the continuing or Borrower must be the surviving Person shall be entity of any such merger to which it is a Restricted Subsidiaryparty, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to no merger may occur between a Loan Party and a Subsidiary of such Loan Party that is not a Loan Party unless such Loan Party is the extent constituting an Investmentsurviving entity of any such merger, such and (iii) no merger may occur between Subsidiaries of any Loan Party that are not Loan Parties;
(b) the Loan Parties and their Subsidiaries may make Dispositions permitted by Section 6.04;
(c) any Investment must permitted by Section 6.06 may be structured as a permitted Investment in accordance with Section 7.02merger, consolidation or amalgamation; and
(ed) the Borrower may cause (i) the liquidation or dissolution of non-operating Subsidiaries of the Borrower with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05 Loan Party (other than Section 7.05(f)(A))Borrower) or any of its Wholly-Owned Subsidiaries so long as all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of the Borrower that is not a Loan Party so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of the Borrower that is not liquidating or dissolving.
Appears in 3 contracts
Sources: Credit Agreement (Global Clean Energy Holdings, Inc.), Credit Agreement (Global Clean Energy Holdings, Inc.), Credit Agreement (Global Clean Energy Holdings, Inc.)
Fundamental Changes. MergeEnter into any merger, dissolveconsolidation or amalgamation, or liquidate, consolidate with wind up or into another Persondissolve itself (or suffer any liquidation or dissolution), or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned property or hereafter acquired) to or in favor of any Personbusiness, except that, so long as no Event of Default exists or would result therefrom:
(ai) any Restricted Subsidiary of the Borrower may merge be merged or consolidated with or into any Wholly Owned Subsidiary Guarantor (iprovided that the Wholly Owned Subsidiary Guarantor shall be the continuing or surviving entity) and (ii) any Wholly Owned Subsidiary of the Borrower that is not a Subsidiary Guarantor may be merged or consolidated with or into any Wholly Owned Subsidiary of the Borrower;
(b) any Subsidiary of the Borrower with no operations may be merged or consolidated with or into the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, provided that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent or (ii) any one or more other Restricted Subsidiaries, provided, that when any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03entity);
(i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all any or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower or a any Wholly Owned Subsidiary Guarantor or and (ii) any Subsidiary may dispose of any or all of its assets to the extent constituting an Investment, such Investment must be any other Person to effect a Disposition permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectivelyby Section 7.5(f);
(d) any Restricted Shell Subsidiary may merge with any other Person in order be liquidated or dissolved or otherwise cease to effect an Investment permitted pursuant to Section 7.02; provided, that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02exist; and
(e) so long as no Default or Event of Default has occurred or is continuing or would result therefrom, Holdings may be merged or consolidated with any Affiliate of the Charter Group (provided that either (i) Holdings is the continuing or surviving entity or (ii) if Holdings is not the continuing or surviving entity, such continuing or surviving entity assumes the obligations of Holdings under the Loan Documents to which it is a mergerparty pursuant to an instrument in form and substance reasonably satisfactory to the Administrative Agent and, dissolution, liquidation, consolidation or Dispositionin connection therewith, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05 (Administrative Agent shall receive such legal opinions, certificates and other than Section 7.05(f)(A)documents as they may reasonably request).
Appears in 3 contracts
Sources: Credit Agreement (Charter Communications Inc /Mo/), Credit Agreement (Charter Communications, Inc. /Mo/), Credit Agreement (Charter Communications Inc /Mo/)
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, except that, so long as no Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge merge, amalgamate or consolidate with (i) the Borrower (including a mergerBorrower, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, provided that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent Person, or (ii) any one or more other Restricted Subsidiaries, provided, provided that when any Guarantor wholly-owned Subsidiary is merging with another Restricted Subsidiary, (A) the Guarantor wholly-owned Subsidiary shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03Person;
(ib) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantorwholly-owned Subsidiary, then (i) the transferee must either be the Borrower or a Guarantor wholly-owned Subsidiary;
(c) any Subsidiary may liquidate or (ii) to dissolve or change its legal form if the extent constituting an Investment, Borrower determines in good faith that such Investment must be a permitted Investment action is in or Indebtedness the interest of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 the Borrower and 7.03, respectivelyits Subsidiaries;
(d) any Restricted consolidation of the Borrower with or merger of the Borrower into any other Person or Persons (whether or not affiliated with the Borrower), or successive consolidations or mergers to which the Borrower or its successor or successors shall be a party or parties, provided, however, that, the Borrower hereby consents and agrees that, upon any such consolidation or merger, the due and punctual payment of the principal of and interest on all of the Loans and the due and punctual performance and observance of all of the covenants, conditions and other obligations of this Agreement and the Notes to be performed and observed by the Borrower, shall be expressly assumed in an agreement satisfactory in form and substance to the Administrative Agent and the Lenders, executed and delivered to the Administrative Agent by the Person formed by such consolidation or merger, provided, further, that the Person formed by such consolidation or merger shall be a Person organized and existing under the laws of the United States, any state thereof or the District of Columbia, and provided, further, that immediately before and after giving effect to any such transaction (and treating any Consolidated Funded Indebtedness or Sale and Leaseback Transaction which becomes an obligation of the resulting or surviving Person as a result of such transaction as having been incurred or entered into by such Person at the time of such transaction), no Default shall exist. Unless the conditions prescribed above in this Section 7.04(d) are satisfied, no such consolidation or merger shall be permitted;
(e) the Borrower or any Subsidiary may merge with any other Person in order to effect an Investment expressly permitted pursuant to Section 7.02; provided, that Sections 7.02(e) and (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02f); and
(ef) with respect to any Subsidiary, (i) a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition expressly permitted pursuant to Section 7.05 7.05(c)(i), and (other than ii) Dispositions made in accordance with the terms of Section 7.05(f)(A7.05(c)(ii), or any of Sections 7.05(e), (f) or (g).
Appears in 3 contracts
Sources: Credit Agreement (United States Cellular Corp), Credit Agreement (Telephone & Data Systems Inc /De/), Credit Agreement (United States Cellular Corp)
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, except that, so long as no Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary Person may merge into the Company in a transaction in which the Company is the surviving Person;
(b) any Person may merge with or into any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary; provided that (iA) if any party to such merger is a Loan Party the Borrower (including surviving Person must also be a Loan Party and must succeed to all the obligations of such Loan Party under the Loan Documents or simultaneously with such merger, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent or (ii) any one or more other Restricted Subsidiaries, provided, that when any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not become a Loan Party and (iiB) if any party to such merger is a Restricted Subsidiary may liquidate or dissolve, or the Borrower or any surviving Person shall also be a Restricted Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not disadvantageous unless designated as an Unrestricted Subsidiary pursuant to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time definition of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder)term;
(c) any Restricted Subsidiary (other than a Loan Party) may Dispose of all liquidate or substantially all of its assets (upon voluntary dissolve if the Company determines in good faith that such liquidation or otherwise) dissolution is in the best interests of the Company and is not materially disadvantageous to the Borrower or to another Restricted SubsidiaryLenders; provided that if this clause (c) shall not apply to Smart Electronics so long as such Person is dissolved on or before February 28, 2022 (or such later date as the transferor Administrative Agent may agree in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;its sole discretion); and
(d) Dispositions permitted by Section 7.05; provided that any Restricted 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 7.03. Notwithstanding anything to the contrary in this Section 7.04, no Securitization Entity may merge be merged or consolidated with or into Company or any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; and
(e) a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which Restricted Subsidiaries at any time that any related Permitted Securitization Attributed Indebtedness is to effect a Disposition permitted pursuant to Section 7.05 (other than Section 7.05(f)(A))outstanding.
Appears in 3 contracts
Sources: Credit Agreement (Benchmark Electronics Inc), Credit Agreement (Benchmark Electronics Inc), Credit Agreement (Benchmark Electronics 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, except that, so long as no Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, provided that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws Laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent (any such Person, the “Successor Borrower”); provided, further, that each Loan Party other than the Borrower, unless it is the other party to such merger or consolidation, shall have reaffirmed, pursuant to an agreement in form and substance reasonably satisfactory to the Administrative Agent, that its Guarantee of, and grant of Liens as security for, the Obligations shall apply to such Successor Borrower’s obligations under this Agreement or (ii) any one or more other Restricted Subsidiaries, provided, ; provided that when any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor shall be the continuing or surviving Person or (B) to the extent constituting such merger shall be treated as if it is an Investment, and such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 Section 7.02; provided that in the case of clause (i) of this Section 7.04(a), (x) the Borrower or Successor Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower stating that (1) such merger or consolidation complies with this Agreement and 7.03(2) if the surviving Person is a Successor Borrower and the foregoing requirements are satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement and the other Loan Documents and (y) the Borrower shall have delivered to the Administrative Agent and each Lender any documentation and other information about the Successor Borrower as shall have been reasonably requested in writing by the Administrative Agent or such Lender that the Administrative Agent or such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act;
(i) any Restricted Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Restricted Subsidiary that is not a Loan Party and (ii) any Restricted Subsidiary may liquidate or dissolve, or the Borrower or any Restricted Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not disadvantageous to the Lenders (it being understood that (x) in the case of any dissolution of a Restricted Subsidiary that is a Guarantor, such Restricted Subsidiary shall at or before the time of such dissolution transfer its assets to another Restricted Subsidiary that is a Guarantor; Guarantor and (y) in the case of any change in legal form, a Restricted Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting such Disposition shall be treated as if it is an Investment, and such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectivelySection 7.02;
(d) any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, provided that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting such merger shall be treated as if it is an Investment, and such Investment must be a permitted Investment in accordance with Section 7.02; and
(e) 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(f)(A)).
Appears in 3 contracts
Sources: Second Lien Credit Agreement (TGPX Holdings I LLC), First Lien Credit Agreement (TGPX Holdings I LLC), First Lien Credit Agreement (TGPX Holdings I LLC)
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, except that, so long as no Event of Default exists or would result therefrom:
(a) Neither the Company nor any Restricted Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent or (ii) any one or more other Restricted Subsidiaries, provided, that when any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate Person or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets to any Person unless (upon voluntary liquidation A) no Event of Default shall be continuing after giving effect to such transaction and (B)(x) such Borrower shall be the continuing entity or otherwise(y)
(1) the Person formed by or surviving such merger or consolidation, or the transferee of such assets, shall be an entity organized or existing under the laws of the United States, any state thereof, or the District of Columbia that expressly assumes all the obligations of such Borrower under the Loan Documents pursuant to a supplement or amendment to the Borrower or Loan Documents reasonably satisfactory to another Restricted Subsidiarythe Administrative Agent, (2) the Company and each Subsidiary Guarantor (if any) shall have reaffirmed its obligations under the Loan Documents and (3) the Administrative Agent shall have received an opinion of counsel (which may be internal counsel to a Loan Party) which is reasonably satisfactory to the Administrative Agent and consistent with the opinions delivered on the Closing Date with respect to such Borrower; provided provided, that, so long as no Obligations are owed by the applicable Subsidiary Borrower, the Company may elect for such Subsidiary to cease to be a “Borrower” hereunder pursuant to Section 10.1(d) hereof and, thereafter, such Subsidiary shall not be subject to the restrictions contained in this paragraph.
(b) No Subsidiary that if the transferor in such a transaction is a Guarantor, then Subsidiary Guarantor shall merge or consolidate with any other Person or dispose of all or substantially all of its assets to any Person unless (i) the transferee must either Company or a Subsidiary Guarantor shall be the Borrower continuing entity or a Guarantor or shall be the transferee of such assets, (ii) (A) the Person formed by or surviving such merger or consolidation, or the transferee of such assets, shall be an entity organized or existing under the laws of the United States, any state thereof, or the District of Columbia that expressly assumes all the obligations of such other Subsidiary Guarantor under the Loan Documents pursuant to a supplement or amendment to each applicable Loan Document reasonably satisfactory to the extent constituting Administrative Agent, (B) the Company and each then-remaining Loan Party shall have reaffirmed its obligations under the Loan Documents and (C) the Administrative Agent shall have received an Investment, such Investment must opinion of counsel (which may be internal counsel to a permitted Investment in or Indebtedness of a Restricted Subsidiary Loan Party) which is not a Loan Party in accordance with Sections 7.02 and 7.03reasonably satisfactory to the Administrative Agent and, respectively;
(d) any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; providedif applicable, that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied consistent with the requirements of Section 6.12 opinions delivered on the Closing Date with respect to such Loan Party, or (iiiii) to the extent constituting in connection with an Investment, such Investment must be a permitted Investment in accordance with asset sale not prohibited by Section 7.02; and
(e) 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(f)(A))7.3.
Appears in 3 contracts
Sources: 364 Day Revolving Credit Agreement (General Motors Financial Company, Inc.), 364 Day Revolving Credit Agreement (General Motors Co), 364 Day Revolving Credit Agreement (General Motors Financial Company, 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, except that, so long as no Event of Default exists or would result therefrom:
(a) any Restricted wholly-owned Subsidiary of the Parent Borrower may merge or consolidate with or into (i) the Borrower (including a mergerParent Borrower, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, provided that the Parent Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent Person, or (ii) any one or more other Restricted Subsidiaries, provided, that when any Guarantor is merging with another Restricted Subsidiary, (A) wholly-owned Subsidiaries of the Guarantor shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;Parent Borrower; and
(ib) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Parent Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Parent Borrower or to another Restricted a wholly-owned Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then . No Loan Party shall issue any Equity Interests which (i) the transferee must either may be the Borrower classified in whole or a Guarantor or part as Indebtedness under GAAP, (ii) require mandatory distributions (other than dividends or distributions of additional Equity Interests of such type permitted under Section 7.06(b) or distributions of Available Cash permitted under Section 7.06(d)) or mandatory redemption prior to 91 days after the extent constituting an InvestmentMaturity Date, such Investment must be or (iii) provide for a permitted Investment in or Indebtedness scheduled distribution above generally prevailing market rates at the time of issuance (other than distribution of Available Cash). No Subsidiary of Parent Borrower will issue any additional Equity Interests, except a Restricted direct Subsidiary which is not of a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(d) any Restricted Subsidiary may merge with any other Person in order issue additional Equity Interests to effect an Investment permitted pursuant such Loan Party or to Section 7.02; provided, that the Parent Borrower so long as (i) such Subsidiary is a wholly-owned Subsidiary of the continuing Parent Borrower (or surviving Person shall be a Restricted Subsidiaryis Finance Co) after giving effect thereto, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or and (ii) such Equity Interests shall be pledged to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; and
(e) a merger, dissolution, liquidation, consolidation or Disposition, Collateral Agent for the purpose benefit of which is to effect a Disposition permitted the Lenders pursuant to Section 7.05 (other than Section 7.05(f)(A))Security Documents acceptable to the Collateral Agent.
Appears in 3 contracts
Sources: Credit Agreement (CSI Compressco LP), Credit Agreement (Tetra Technologies Inc), Credit Agreement (Compressco Partners, L.P.)
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, except that, so long as no Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge with (i) the Borrower (including a mergerBorrower, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, provided that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent Person, or (ii) any one or more other Restricted Subsidiaries, provided, provided that when any Guarantor Wholly Owned Subsidiary is merging with another Restricted Subsidiary, (A) the Guarantor Wholly Owned Subsidiary shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;Person; and
(ib) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Restricted Subsidiary may liquidate or dissolve, dissolve or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest interests of the Borrower and its Restricted Subsidiaries and is not materially disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder)Lenders;
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a GuarantorWholly Owned Subsidiary, then (i) the transferee must either be the Borrower or a Guarantor Wholly Owned Subsidiary; provided, further that if the transferor in any such a transaction is a Guarantor, then the transferee must either be the Borrower or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;Guarantor.
(d) so long as no Default exists or would result therefrom, any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, provided that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; and6.12.
(e) so long as no Default has occurred and is continuing or would result therefrom, each of the Borrower and any of its Restricted 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 entity 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 entity.
(f) so long as no Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose and effect of which is to effect consummate a Disposition permitted pursuant to Section 7.05 (other than Section 7.05(f)(A))7.06.
Appears in 3 contracts
Sources: Credit Agreement (Targa Resources Partners LP), Credit Agreement (Targa Resources Partners LP), Credit Agreement (Targa Midstream Services Limited Partnership)
Fundamental Changes. MergeThe Company will not, dissolveand will not permit any Subsidiary to, liquidate, merge into or consolidate with or into another any other Person, or Dispose of (whether in one transaction permit any other Person to merge into or in a series of transactions) all consolidate with it, or substantially all of its assets (whether now owned liquidate or hereafter acquired) to or in favor of any Persondissolve, except that, so long as if at the time thereof and immediately after giving effect thereto no Event of Default exists or would result therefromshall have occurred and be continuing:
(a) any Restricted Subsidiary (other than the European Borrower) may merge be merged or consolidated with or into any Person (iincluding another Subsidiary) and any Subsidiary (other than the European Borrower) may be liquidated or dissolved or change its legal form, in each case in order to consummate any Investment otherwise permitted by Section 6.05 or Disposition otherwise permitted by Section 6.10;
(b) the Borrower (including a merger, the purpose of which is to reorganize the Borrower Company may be consolidated with or merged into a new jurisdiction), provided, that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person any newly formed corporation organized and existing under the laws of the United States or any state State thereof and solely for changing its jurisdiction of incorporation; provided that simultaneously with such transaction, (x) the Person formed by such consolidation or into which the Company is merged shall expressly assume the all obligations of the Borrower pursuant to documents reasonably acceptable to Company under the Administrative Agent or Loan Documents and (ii) any one or more other Restricted Subsidiaries, provided, that when any Guarantor is merging with another Restricted Subsidiary, (Ay) the Guarantor shall be the continuing or surviving Person or (B) to the extent constituting an Investment, formed by such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with consolidation or into any other Subsidiary that which the Company is not a merged shall take all actions as may be required to preserve the enforceability of the Loan Party Documents and (ii) any Subsidiary may liquidate or dissolve, or the Borrower or any Subsidiary may (if the validity and perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder)Collateral Documents;
(c) any Restricted Inactive Subsidiary or Immaterial Subsidiary may Dispose of all merge into or substantially all of its assets (upon voluntary liquidation consolidate with another Immaterial Subsidiary or otherwise) to Inactive Subsidiary but if the surviving entity becomes a Specified Domestic Subsidiary the Borrower or to another Restricted Subsidiaryshall comply with Section 5.09; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;and
(d) any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; and
(e) 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(f)(A))the European Borrower) may liquidate or dissolve if the Borrowers determine in good faith that such liquidation or dissolution is in its best interests and not materially adverse to the Lenders and, if such Subsidiary is a Loan Party, such Loan Party’s assets and property are transferred to another Loan Party.
Appears in 3 contracts
Sources: Credit Agreement (Constellation Brands, Inc.), Restatement Agreement (Constellation Brands, Inc.), Restatement Agreement (Constellation Brands, Inc.)
Fundamental Changes. Merge(a) The Borrower will not, dissolvenor will it permit any Restricted Subsidiary to, liquidate, merge into or consolidate with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with it, or liquidate or dissolve or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its the assets of the Borrower and the Restricted Subsidiaries, taken as a whole (whether now owned or hereafter acquired) to or in favor any of any Personthe foregoing, a “Fundamental Change Transaction”), except that, so long as if at the time thereof and immediately after giving effect thereto, no Event of Default exists shall have occurred and be continuing, (i) any Person may merge into or would result therefrom:
consolidate with the Borrower in a transaction in which the Borrower is the surviving entity or the surviving entity (athe “Successor Borrower”) (A) is organized under the laws of the United States, any State thereof or the District of Columbia, (B) expressly assumes the Borrower’s obligations under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or thereto, as applicable, in form and substance reasonably satisfactory to the Administrative Agent, (C) each Subsidiary Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to the Collateral Agreement and, if reasonably requested by the Administrative Agent, each other Security Document to which such Subsidiary Loan Party is a party confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement, (D) each mortgagor of a Mortgaged Property, unless it is the other party to such merger of consolidation, shall have by an amendment to or restatement of the applicable Mortgage confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement, (E) such Successor Borrower shall have delivered all information requested pursuant to Section 5.01(f), (F) the Administrative Agent shall have received such customary certificates and opinions relating to the Successor Borrower becoming the Borrower under this Agreement as it shall have reasonably requested and (G) the conditions set forth in Section 4.02(b) shall have been satisfied as of the time of such merger or consolidation (it being agreed that the representations and warranties referred to in Section 4.02(b) shall be made by such Successor Borrower after giving effect to such merger or consolidation) (it being understood that, if the foregoing conditions in clauses (A) through (G) are satisfied, then the Successor Borrower will automatically succeed to, and be substituted for, the Borrower under this Agreement), (ii) any Person (other than the Borrower) may merge into or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any party to such merger or consolidation is a Subsidiary Loan Party, is a Subsidiary Loan Party, (iii) any Restricted Subsidiary may merge into or consolidate with any Person (iother than the Borrower) the Borrower in a transaction permitted under Section 6.05 (including a mergerother than clause (b)(y) of such Section) in which, after giving effect to such transaction, the purpose of which surviving entity is to reorganize the Borrower into not a new jurisdiction), provided, that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent or (ii) any one or more other Restricted Subsidiaries, provided, that when any Guarantor is merging with another Restricted Subsidiary, (iv) (A) the Guarantor shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a any Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form dissolve if the Borrower determines in good faith that such action liquidation or dissolution is in the best interest interests of the Borrower and its Subsidiaries and is not materially disadvantageous to the Lenders and (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(cB) any Restricted Subsidiary may Dispose liquidate or dissolve into, or sell, transfer, lease or otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to to, the Borrower or to another any other Restricted Subsidiary; provided that if the transferor in such a transaction Restricted Subsidiary that is so liquidating or dissolving, or selling, transferring, leasing or otherwise disposing all or substantially all of its assets, is a GuarantorLoan Party, then the Person into which such Restricted Subsidiary is so liquidating or dissolving, or to which such Restricted Subsidiary is selling, transferring, leasing or otherwise disposing all or substantially all of its assets, shall also be a Loan Party, and (v) the Borrower and Restricted Subsidiaries may make sales, transfers, leases or other dispositions permitted by Section 6.05 (other than clause (b)(y) of such Section); provided that any such merger or consolidation described in clause (i) the transferee must either be the Borrower or a Guarantor or ), (ii) to the extent constituting an Investment, such Investment must be or (iii) of this Section 6.03(a) involving a permitted Investment in or Indebtedness of a Restricted Subsidiary which Person that is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;wholly owned Restricted Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.04.
(db) The Borrower will not, and the Borrower will not permit any Restricted Subsidiary may merge with to, engage to any other Person material extent in order to effect an Investment permitted pursuant to Section 7.02; provided, that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; and
(e) a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05 (any business other than Section 7.05(f)(A))businesses of the type conducted by the Borrower and the Restricted Subsidiaries on the Effective Date and businesses reasonably related, incidental, complementary or ancillary thereto.
Appears in 3 contracts
Sources: Amendment No. 4 to the Second Amended and Restated Credit Agreement (Chemours Co), Amendment No. 3 to the Second Amended and Restated Credit Agreement (Chemours Co), Credit Agreement (Chemours Co)
Fundamental Changes. MergeThe Parent will not, dissolvenor will it permit any of its Restricted Subsidiaries to, enter into any transaction of merger, consolidation or amalgamation, or liquidate, consolidate with wind up or into another Persondissolve itself (or suffer any liquidation, winding up or dissolution). The Parent will not, nor will it permit any of its Restricted Subsidiaries to, acquire any business or property from, or Dispose Equity Interests in, or be a party to any acquisition of, any Person except for purchases of (whether inventory and other property to be sold or used in the ordinary course of business, Investments and Acquisitions permitted under Section 8.05 and Capital Expenditures. The Parent will not, nor will it permit any of its Subsidiaries to, convey, sell, lease, transfer or otherwise dispose of, in one transaction or in a series of transactions) all or substantially all , any part of its assets (business or property, whether now owned or hereafter acquiredacquired (including, without limitation, receivables and leasehold interests, but excluding (x) to obsolete or worn-out property, tools or equipment no longer used or useful in favor its business and (y) any inventory or other property sold or disposed of any Person, except that, so long as no Event in the ordinary course of Default exists or would result therefrombusiness and on ordinary business terms). Notwithstanding the foregoing provisions of this Section 8.04:
(a) any Restricted Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, that the Borrower shall be the continuing merged or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent or (ii) any one or more other Restricted Subsidiaries, provided, that when any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate consolidated with or into any other Subsidiary so long as at the time thereof and after giving effect thereto no Default shall have occurred and be continuing; provided that is not a Loan Party and if any party to such transaction shall be an Obligor, the surviving or continuing entity must be or become an Obligor;
(iib) any Restricted Subsidiary may liquidate sell, lease, transfer or dissolveotherwise dispose of any or all of its property (upon voluntary liquidation, winding up, dissolution or otherwise) to any other Restricted Subsidiary so long as at the Borrower time thereof and after giving effect thereto no Default shall have occurred and be continuing; provided that (i) if such sale is of all or any Subsidiary may (if the perfection and priority substantially all of the Liens securing assets of an Obligor, either (A) the First Lien Obligations is not adversely affected therebyacquiring Subsidiary must be or become an Obligor or (B) change its legal form if such sale must be for cash for fair market value, as determined by the Borrower determines Company in good faith that (and, if such action is in the best interest of the Borrower and its Subsidiaries and is not disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantorfair market value shall exceed $50,000,000, such Subsidiary value shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunderhave been determined based upon an independent valuation);
(c) the Equity Interests in any Restricted Subsidiary may Dispose be sold, transferred or otherwise disposed of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower Parent or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a any Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 so long as at the time thereof and 7.03, respectivelyafter giving effect thereto no Default shall have occurred and be continuing;
(d) any Restricted Subsidiary (other than a Borrower) may merge with be liquidated, wound up or dissolved so long as at the time thereof and after giving effect thereto no Default shall have occurred and be continuing; provided that if such Restricted Subsidiary is an Obligor, then the Subsidiary to which the assets of such Restricted Subsidiary are transferred upon such liquidation, winding up or dissolution shall be or become an Obligor;
(e) so long as at the time thereof and after giving effect thereto no Default shall have occurred and be continuing, the Parent or any other Person in order to effect an Investment permitted of its Restricted Subsidiaries may sell assets (including Equity Interests issued by any of their respective Restricted Subsidiaries) for fair market value, provided that the aggregate fair market value of all assets sold pursuant to Section 7.02; providedthis paragraph (e) during any single fiscal year shall not exceed $300,000,000;
(f) in addition to the sales permitted under the foregoing paragraph (e), that the Parent and its Restricted Subsidiaries may (i) sell the continuing property of, or surviving Person Equity Interests in, Project Entities (so long as after giving effect to such sale, the Parent shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied in pro forma compliance with the requirements of Section 6.12 or 8.09 and shall have delivered a calculation, in form and detail reasonably satisfactory to the Administrative Agent, to such effect from a Financial Officer) and (ii) consummate other sales so long as the aggregate fair market value thereof in any single fiscal year shall not exceed $100,000,000;
(g) the Parent or any Restricted Subsidiary may transfer or otherwise dispose of any property that is subject to a Customer Contract to the extent constituting an Investment, customer under such Investment must be a permitted Investment Customer Contract in accordance connection with Section 7.02the transfer of the project to such customer; and
(eh) FWL and/or Holdco may be dissolved; provided that, subject to Section 11.02(d)(ii), (i) 100% of the economic interests and voting power in the Equity Interests of Holdco or the Company owned by the Person to be dissolved shall be transferred to the Parent (in the case of a merger, dissolution of FWL or of FWL and Holdco) or FWL (in the case of a dissolution of Holdco) in connection with such dissolution, liquidation(ii) the Equity Interests of Holdco and the Company shall continue to be pledged to, consolidation or Dispositionand subject to a security interest granted in favor of, the purpose of which is to effect a Disposition permitted Administrative Agent pursuant to the terms of the Loan Documents and thereby constitute part of the Collateral and (iii) the Administrative Agent shall have received such documents as it may reasonably request, in each case in form and substance reasonably satisfactory to it, and such evidence that all actions have been taken as may, in each case, be necessary in the reasonable judgment of the Administrative Agent to create, preserve, perfect or maintain the perfection of or validate such security interests. Upon the dissolution of FWL pursuant to this Section 7.05 (other than 8.04(h), all references in the Loan Documents to “FWL” shall be deemed to have no effect. Upon the dissolution of Holdco pursuant to this Section 7.05(f)(A8.04(h)), all references in the Loan Documents to “Holdco” shall be deemed to have no effect.
Appears in 3 contracts
Sources: Lease Agreement (Foster Wheeler Ag), Guaranty and Suretyship Agreement (Foster Wheeler Ag), Credit Agreement (Foster Wheeler Ag)
Fundamental Changes. Merge(a) Neither Holdings nor the Borrower will, dissolvenor will they permit any Restricted Subsidiary to, liquidate, merge into or consolidate with or into another any other Person, or Dispose of (whether in one transaction permit any other Person to merge into or in consolidate with it, consummate a series of transactions) all Division as the Dividing Person or substantially all of its assets (whether now owned otherwise or hereafter acquired) to liquidate or in favor of any Persondissolve, except that, so long as if at the time thereof and immediately after giving effect thereto no Event of Default exists or would result therefrom:
shall have occurred and be continuing, (ai) any Restricted Subsidiary Person may merge with (i) and into the Borrower (including in a merger, the purpose of transaction in which is to reorganize the Borrower into a new jurisdiction), provided, that the Borrower shall be the continuing or surviving Person or the surviving Person shall be entity is a Person organized and or existing under the laws of the United States of America, any State thereof or any state thereof and shall the District of Columbia and, if such surviving entity is not the Borrower, such Person expressly assume assumes, in writing, all the obligations of the Borrower pursuant to documents reasonably acceptable to under the Loan Documents and provides all documentation and other information about such Person required under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, that has been requested by the Administrative Agent or the Lenders, (ii) any one or more other Person may merge with and into any Restricted Subsidiaries, provided, that when any Guarantor Subsidiary in a transaction in which the surviving entity is merging with another Restricted Subsidiary, (A) the Guarantor shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which and, if any party to such merger is not a Subsidiary Loan Party, is or becomes a Subsidiary Loan Party in accordance concurrently with Sections 7.02 and 7.03;
such merger, (iiii) any Restricted Subsidiary that is not (other than a Subsidiary Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (iiParty) any Subsidiary may liquidate or dissolve, dissolve (whether effected pursuant to a Division or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected therebyotherwise) change its legal form if the Borrower determines in good faith that such action liquidation or dissolution is in the best interest interests of the Borrower and its Subsidiaries and is not disadvantageous materially adverse to the Lenders Lenders, (it being understood that in iv) any asset sale permitted by Section 6.05 or Investment permitted by Section 6.04 may be effected through the case of any dissolution merger of a Subsidiary that is subsidiary of the Borrower with a Guarantor, such Subsidiary shall at third party and (v) the Borrower or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose consummate a Division as the Dividing Person if, immediately upon the consummation of all or substantially all the Division, (x) the assets of its assets (upon voluntary liquidation or otherwise) to the applicable Dividing Person are held by the Borrower or to another one or more Restricted Subsidiary; provided that Subsidiaries at such time and, if the transferor Dividing Person is the Borrower and is not a Division Successor, (A) one of the Division Successors of the Borrower organized or existing under the laws of the United States of America, any State thereof or the District of Columbia expressly assumes, in such a transaction is a Guarantorwriting, then all the obligations of the Borrower under the Loan Documents and (iB) the transferee must either be Division Successor described in the immediately preceding subclause (A) shall (1) own, directly or indirectly, all of the assets (including, without limitation, any Equity Interests) owned by the Borrower immediately prior to the Division or (2) with respect to any assets not so owned by such Division Successor pursuant to the immediately preceding subclause (1), such Division, shall comply with the immediately succeeding clause (y), or, (y) with respect to assets not held by the Borrower or a Guarantor one or (ii) to the extent constituting an Investmentmore Restricted Subsidiaries, such Investment must Division, in the aggregate, would otherwise be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03by this Section 6.03 (without reliance on this subclause (v)), respectively;Section 6.04 and/or Section 6.05.
(db) Holdings will not, and will not permit any Restricted Subsidiary may merge with to, engage to any other Person material extent in order to effect an Investment permitted pursuant to Section 7.02; provided, that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; and
(e) a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05 (any business other than Section 7.05(f)(A))a Permitted Business.
Appears in 3 contracts
Sources: Credit Agreement (Select Medical Holdings Corp), Credit Agreement (Concentra Group Holdings Parent, Inc.), Credit Agreement (Select Medical Corp)
Fundamental Changes. MergeThe Borrowers shall not, nor shall the Company permit any Significant Subsidiary to, merge, dissolve, liquidate, consolidate with or into another Person, agree to or effect any acquisition of at least a majority of the Capital Stock or all or substantially all of the assets of any Person or any division or line of business of any Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, :
(a) so long as no Event of Default exists or would result therefrom:, the Company may merge or consolidate with any other Person provided that the Company shall be the continuing or surviving Person;
(ab) any Restricted Significant Subsidiary may merge with (i) the Borrower (including a mergerCompany, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, provided that the Borrower Company shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent or Person, (ii) any one or more other Restricted Subsidiaries, provided, provided that when any Subsidiary Guarantor is merging with another Restricted Subsidiary, (A) the a Subsidiary Guarantor shall be the continuing or surviving Person Person, or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(iiii) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith Person provided that such action is in the best interest of the Borrower and its Subsidiaries and is not disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Significant Subsidiary shall at be the continuing or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder)surviving Person;
(c) any Restricted Significant Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower Company or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Subsidiary Guarantor, then (i) the transferee must either (i) be or simultaneously with such transaction become (by executing and delivering to the Borrower or Administrative Agent a joinder agreement, in form and substance reasonably satisfactory to the Administrative Agent, to the Guaranty) a Subsidiary Guarantor or (ii) to be the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectivelyCompany;
(d) any Restricted so long as no Default exists or would result therefrom, the Company or a Significant Subsidiary may merge with acquire the stock or other securities of, or the majority of assets of, any other Person in order Person, provided that, if the consideration for such acquisition exceeds $100,000,000, not less than five (5) Business Days prior to effect an Investment permitted pursuant to Section 7.02; providedthe consummation of such proposed acquisition, that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, Company shall have complied delivered to the Administrative Agent a certificate demonstrating compliance on a Pro Forma Basis with the requirements of financial covenants set forth in Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.027.05 hereof; and
(e) a merger, dissolution, liquidation, consolidation the Company or Disposition, any Significant Subsidiary may acquire Capital Stock of any Subsidiary of the purpose of which is to effect a Disposition permitted pursuant to Section 7.05 (other than Section 7.05(f)(A))Company existing on the Effective Date from any then existing minority holder thereof.
Appears in 3 contracts
Sources: Revolving Credit Agreement (Hasbro Inc), Revolving Credit Agreement (Hasbro Inc), Revolving Credit Agreement (Hasbro Inc)
Fundamental Changes. Merge, dissolve, liquidate, (a) The Borrower shall not (A) merge or consolidate with or into any Person or (B) liquidate, wind-up or dissolve itself or (C) sell, transfer or dispose of all or substantially all of its assets, provided that nothing in this Section 7.03 shall be construed to prohibit (1) the Transactions or (2) the Borrower from reincorporating in another Personjurisdiction, changing its form of organization or merging into, or Dispose of (whether in one transaction or in a series of transactions) transferring all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Personto, except that, another Person so long as no Event of Default exists or would result therefromas:
(a) any Restricted Subsidiary may merge with (i) the Borrower either (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, that x) the Borrower shall be the continuing surviving entity with substantially the same assets immediately following the reincorporation or surviving Person reorganization or (y) the surviving Person shall be a Person organized and existing under entity or transferee (the laws “Successor Corporation”) shall, immediately following the merger or transfer, as the case may be, (A) have substantially all of the United States or any state thereof and shall expressly assume the obligations assets of the Borrower pursuant to documents reasonably acceptable immediately preceding the merger or transfer, as the case may be, (B) have duly assumed all of the Borrower’s obligations hereunder and under the other Loan Documents in form and substance satisfactory to the Administrative Agent (and, if requested by the Administrative Agent, the Successor Corporation shall have delivered an opinion of counsel as to the assumption of such obligations) and (C) either (I) have then-effective ratings (or implied ratings) published by ▇▇▇▇▇’▇ or S&P applicable to such Successor Corporation’s senior, unsecured, non-credit-enhanced, long term indebtedness for borrowed money, which ratings shall be either Baa3 or higher (if assigned by ▇▇▇▇▇’▇) or BBB- or higher (if assigned by S&P) or (iiII) any one or more other Restricted Subsidiaries, provided, that when any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor shall be the continuing or surviving Person or (B) acceptable to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(d) any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02Required Lenders; and
(eii) a mergerimmediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuing.
(b) The Borrower and its Restricted Subsidiaries shall not enter into any other business except for those businesses in which the Borrower, dissolution, liquidation, consolidation its Restricted Subsidiaries and the Contributed Comcast Businesses are engaged in on the date of this Agreement or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05 (other than Section 7.05(f)(A))that are reasonably related thereto or are reasonable extensions thereof.
Appears in 3 contracts
Sources: Credit Agreement (NBCUniversal Media, LLC), Credit Agreement (General Electric Co), Bridge Loan Agreement (General Electric Co)
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, except that, so long as no Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge with (i) the Borrower (including a mergerBorrower, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, provided that the such Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent Person, or (ii) any one or more other Restricted Subsidiaries, provided, ; provided that when any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor shall be the continuing or surviving such merger involving a Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other wholly owned Subsidiary that is immediately prior to such merger shall not a Loan Party and be permitted unless also permitted by Section 7.02
(iib) any Subsidiary may liquidate or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the a Borrower or to another Restricted Subsidiary; provided that ;
(c) any Subsidiary may liquidate or dissolve if the transferor Borrower which is the parent of such Subsidiary determines in good faith that such a transaction liquidation or dissolution is a Guarantor, then (i) in the transferee must either be the best interests of such Borrower or a Guarantor or (ii) and is not materially disadvantageous to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;Lenders; and
(d) any Restricted Subsidiary Financing SPE may merge sell, transfer, lease or otherwise dispose of (in one transaction or in a series of related transactions) all or substantially all of its assets in connection with a Securitization, provided that the proceeds of such Securitization in excess of the amount such Financing SPE is required to pay to any other Person in order to effect an Investment permitted holder of any debt obligation or equity interests issued by such Financing SPE pursuant to Section 7.02; providedthe terms of such Securitization are paid to a Borrower promptly thereafter. Notwithstanding the foregoing, none of the Borrowers will, nor will permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by such Borrower and its Subsidiaries on the date of execution of this Agreement, businesses reasonably related thereto or that (i) is a reasonable extension, development or expansion thereof. It is understood that a Trust Preferred Securities Transaction consummated for purposes of financing the continuing type of business of such Borrower or surviving Person Subsidiary as of the date of execution of this Agreement shall not be deemed to violate the foregoing restriction. For the avoidance of doubt, the transfer of legal ownership of any Trust Preferred Indebtedness permitted under this Agreement to a trustee pursuant to a Trust Preferred Securities Transaction shall not be deemed to be a Restricted Subsidiarysale, which together with each transfer, lease or other disposition of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) any assets to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; and
(e) 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(f)(A))trustee.
Appears in 2 contracts
Sources: Credit Agreement (KKR Financial Corp), Credit Agreement (KKR Financial Corp)
Fundamental Changes. Merge, dissolve, liquidate, amalgamate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, (other than in the case of clause (e) below) so long as no Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge merge, amalgamate or consolidate with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided that (A) the Borrower shall be a person organized under the laws of the United States, provided, that any state thereof or the District of Columbia and the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent and (B) the surviving person shall provide any documentation and other information about such person as shall have been reasonably requested in writing by any Lender through the Administrative Agent that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including Title III of the USA PATRIOT Act, or (ii) any one or more other Restricted Subsidiaries, provided, ; provided that (x) any Restricted Subsidiary that is not a Controlled Non-U.S. Subsidiary or a FSHCO may not merge with any Restricted Subsidiary that is a Controlled Non-U.S. Subsidiary or a FSHCO if such Controlled Non-U.S. Subsidiary or such FSHCO shall be the continuing or surviving Person and (y) when any Guarantor is merging with another Restricted Subsidiary, Subsidiary that is not a Loan Party either (A) the Guarantor shall be the continuing or surviving Person or (B) such merger, amalgamation or consolidation shall be deemed to constitute either an Investment or Disposition, as elected by the extent constituting an InvestmentBorrower, and such Investment must be a permitted Permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03Section 7.01, respectively or such Disposition must be a Disposition permitted hereunder;
(i) any Restricted Subsidiary that is not a Loan Party Subsidiary Guarantor may merge, amalgamate or consolidate with or into any other Restricted Subsidiary that is not a Loan Party Subsidiary Guarantor and (ii) any Restricted Subsidiary (other than the Borrower) may liquidate or dissolve, or the Borrower or any Restricted Subsidiary may (if the validity, perfection and priority of the Liens securing the First Lien applicable Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower Holdings and its Subsidiaries and is not disadvantageous to the Lenders in any material respect (it being understood that in the case of any liquidation or dissolution of a Restricted Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such liquidation or dissolution transfer its assets to another Restricted Subsidiary that is a GuarantorLoan Party in the same jurisdiction or a different jurisdiction reasonably satisfactory to the Administrative Agent unless such Disposition of assets is permitted hereunder; and in the case of any change in legal form, a Restricted Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary (other than the Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another any Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then either (i) the transferee must either be the Borrower or a Guarantor in the same jurisdiction or a different jurisdiction reasonably satisfactory to the Administrative Agent or (ii) to the extent such merger, amalgamation or consolidation shall be deemed to constitute either an Investment or Disposition, such Investment must be a Permitted Investment or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Section 7.01, respectively, or such Disposition must be a Disposition permitted hereunder; provided, however, that the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to any Loan Party or a Guarantor in the same jurisdiction as the disposing party or in another jurisdiction reasonably acceptable to the Administrative Agent;
(d) any Restricted Subsidiary (other than the Borrower) may merge, amalgamate or consolidate with, or dissolve into, any other Person in order to effect a Permitted Investment; provided that (i) the continuing or surviving Person shall, to the extent subject to the terms hereof, have complied with the requirements of Section 6.12, (ii) to the extent constituting an Investment, such Investment must be a Permitted Investment and (iii) to the extent constituting a Disposition, such Disposition must be permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectivelyhereunder;
(de) the Borrower and the Restricted Subsidiaries may consummate the Transactions;
(f) any Restricted Subsidiary (other than the Borrower) may merge merge, dissolve, liquidate, amalgamate, consolidate with any other or into another Person in order to effect an Investment a Disposition (whether in one transaction or in a series of transactions) of all or substantially all of its assets (whether now owned or hereafter acquired) permitted pursuant to Section 7.02; provided, that 7.04 (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of other than Dispositions permitted by this Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.027.03); and
(eg) any Permitted Investment may be structured as 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(f)(A))amalgamation.
Appears in 2 contracts
Sources: Second Lien Credit Agreement (ZoomInfo Technologies Inc.), First Lien Credit Agreement (ZoomInfo Technologies Inc.)
Fundamental Changes. Merge, dissolve, liquidate, The Borrower may not (1) consolidate or merge with or into another Person, or Dispose of Person (whether in one transaction or in a series not the Borrower is the surviving Person); or (2) sell, assign, transfer, convey or otherwise dispose of transactions) all or substantially all of the properties or assets 1003651351v23 of the Borrower and its assets (whether now owned Subsidiaries taken as a whole, in one or hereafter acquired) more related transactions to or in favor of any another Person, except that, so long as no Event of Default exists or would result therefrom; unless:
(a) any Restricted Subsidiary may merge with either: (i) the Borrower is the surviving Person; or (including a merger, ii) the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, that the Borrower shall be the continuing Person formed by or surviving Person any such consolidation or merger (if other than the surviving Person shall be Borrower) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a Person organized and or existing under the laws of the United States States, any state of the United States, the District of Columbia or any state territory thereof and shall expressly assume (the Borrower or such Person, as the case may be, being herein called, the “Successor Borrower”);
(b) the Successor Borrower (if other than the Borrower) assumes all the obligations of the Borrower under this Agreement and the other Loan Documents to which it is a party by executing a joinder or one or more other documents or instruments in form reasonably satisfactory to the Administrative Agent;
(c) immediately after such transaction no Default or Event of Default exists;
(d) immediately after giving pro forma effect to such transaction and any related financing transactions, as if the same had occurred at the beginning of the applicable four-quarter period, either:
(i) the Successor Borrower would be permitted to incur at least $1.00 of additional Indebtedness pursuant to documents Section 7.01(a); or
(ii) the Fixed Charge Coverage Ratio for the Successor Borrower and its Restricted Subsidiaries would be equal to or greater than such ratio for the Borrower and its Restricted Subsidiaries immediately prior to such transaction;
(e) each Subsidiary Guarantor (other than (x) any Subsidiary Guarantor that will be released from its obligations under its Subsidiary Guarantee in connection with such transaction and (y) any party to any such consolidation or merger that does not survive or become the Successor Borrower) shall have delivered a joinder or other document or instrument in form reasonably acceptable satisfactory to the Administrative Agent, confirming its Subsidiary Guarantee; and
(f) each Subsidiary Guarantor (other than (x) any Subsidiary that will be released from its grant or pledge of Collateral under the Security Agreement in connection with such transaction and (y) any party to any such consolidation or merger that does not survive or become the Successor Borrower) shall have by a supplement to the Security Agreement or another document or instrument in form reasonably satisfactory to the Administrative Agent or affirmed that its obligations thereunder shall apply to its Guaranty as confirmed pursuant to clause (iie) any one or more other Restricted Subsidiariesabove; provided that, providedfor the purposes of this Section 7.06 only, that when any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor shall neither a Music Publishing Sale nor a Recorded Music Sale will be the continuing or surviving Person or (B) deemed to the extent constituting an Investment, such Investment must be a permitted Investment in sale, assignment, transfer, conveyance or Indebtedness other disposition of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate all or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority substantially all of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest properties or assets of the Borrower and its Subsidiaries and is not disadvantageous taken as a whole. For the avoidance of doubt, (1) the Borrower may therefore consummate a Music Publishing Sale in accordance with Section 7.03 without complying with this Section 7.06 notwithstanding anything to the Lenders contrary in this Section 7.06, (it being understood that 2) the Borrower may therefore consummate a Recorded Music Sale in 1003651351v23 accordance with Section 7.03 without complying with this Section 7.06 notwithstanding anything to the contrary in this Section 7.06 and (3) the determination in the case preceding proviso shall not affect the determination of what constitutes all or substantially all the assets of the Borrower under any dissolution other contract to which the Borrower is a party. For the purpose of this Section 7.06, with respect to any sale, lease, transfer, conveyance or other disposition of properties or assets in connection with any acquisition (including any acquisition by means of a Subsidiary that is a Guarantor, such Subsidiary shall at merger or before consolidation with or into the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) Borrower or any Restricted Subsidiary may Dispose Subsidiary), the determination of whether such sale, lease, transfer, conveyance or disposition constitutes a sale of all or substantially all of the properties or assets of the Borrower and its Subsidiaries taken as a whole shall be made on a pro forma basis giving effect to such acquisition. This Section 7.06 will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among the Borrower and its Restricted Subsidiaries. Notwithstanding the foregoing clauses (upon voluntary liquidation c) and (d), (x) any Restricted Subsidiary may consolidate with, merge into or otherwise) transfer all or part of its properties and assets to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then Subsidiary and (iy) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(d) any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; and
(e) a merger, dissolution, liquidation, consolidation or Disposition, Affiliate incorporated solely for the purpose of which reincorporating the Borrower in another state of the United States so long as the amount of Indebtedness of the Borrower and its Restricted Subsidiaries is to effect a Disposition permitted pursuant to Section 7.05 (other than Section 7.05(f)(A))not increased thereby.
Appears in 2 contracts
Sources: Credit Agreement (Warner Music Group Corp.), Credit Agreement (Warner Music Group Corp.)
Fundamental Changes. Merge, dissolve, liquidate, amalgamate, consolidate with or into another Person, 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 PersonPerson (including, in each case, pursuant to an LLC Division or LP Division, or an allocation of assets to a Series LLC or Series LP), except that, that so long as no Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge merge, amalgamate or consolidate with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided that (A) the Borrower shall be a person organized under the laws of the United States, providedany state thereof or the District of Columbia, that and the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent and (B) the surviving person shall provide any documentation and other information about such person as shall have been reasonably requested in writing by any Lender through the Administrative Agent that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including Title III of the PATRIOT Act, or (ii) any one or more other Restricted Subsidiaries, provided, ; provided that when any Subsidiary Guarantor is merging merging, amalgamating or consolidating with another Restricted Subsidiary, Subsidiary that is not a Subsidiary Guarantor either (A) the Subsidiary Guarantor shall be the continuing or surviving Person or (B) such merger, amalgamation or consolidation shall be deemed to constitute either an Investment or Disposition, as elected by the extent constituting an InvestmentBorrower, and such Investment must be a Permitted Investment, other Investment permitted Investment in under Section 7.05 or Indebtedness of a Restricted Subsidiary which is not a Loan Party Subsidiary Guarantor in accordance with Sections 7.02 and 7.03Section 7.01, respectively or such Disposition must be a Disposition permitted hereunder;
(i) any Restricted Subsidiary that is not a Loan Party Subsidiary Guarantor may merge, amalgamate or consolidate with or into any other Restricted Subsidiary that is not a Loan Party Subsidiary Guarantor and (ii) any Restricted Subsidiary may liquidate or dissolve, or the any Borrower or any Subsidiary Party may (if the validity, perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not disadvantageous to the Lenders in any material respect (it being understood that in the case of any liquidation or dissolution of a Restricted Subsidiary that is (A) a GuarantorCo-Borrower, such Subsidiary shall at or before the time of such dissolution cease to be a Co-Borrower under this Agreement in accordance with Section 11.03 or (B) a Loan Party, such Subsidiary shall at or before the time of such liquidation or dissolution transfer its assets to the Borrower or another Restricted Subsidiary that is a GuarantorLoan Party in the same jurisdiction or a different jurisdiction reasonably satisfactory to the Administrative Agent unless such Disposition of assets is permitted hereunder; and in the case of any change in legal form, a Restricted Subsidiary that is a Co-Borrower or a Guarantor will remain a Co-Borrower or a Guarantor unless such Co-Borrower or Guarantor is otherwise permitted to cease being a Co-Borrower or a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another any Restricted Subsidiary; provided that if the transferor in such a transaction is (A) a GuarantorCo-Borrower, such Subsidiary shall at or before the time of such dissolution cease to be a Co-Borrower under this Agreement in accordance with Section 11.03 or (B) a Loan Party, then either (i) the transferee must either be the Borrower or a Subsidiary Guarantor (other than, solely during the continuance of a CarOffer Senior Lien Event, CarOffer Senior Lien Event Loan Parties) or (ii) to the extent such Disposition of assets is to a Non-Loan Party Subsidiary, and/or during the continuance of a CarOffer Senior Lien Event, a CarOffer Senior Lien Event Loan Party, as applicable, (1) such Disposition shall be deemed to constitute either an Investment or Disposition to a Non-Loan Party Subsidiary, and/or, during the continuance of a CarOffer Senior Lien Event, a CarOffer Senior Lien Event Loan Party, as applicable, and (2) either (I) such Investment must be either (y) a Permitted Investment or (z) permitted Indebtedness in accordance with Section 7.01, in the case of this clause (ii)(2)(I), to a Non-Loan Party Subsidiary, and/or during the continuance of a CarOffer Senior Lien Event, a CarOffer Senior Lien Event Loan Party, as applicable, or (II) such Disposition must be a Disposition permitted hereunder; provided, however, that the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to (1) any other Co-Borrower located in the same jurisdiction as the disposing party or, so long as there is at least one other Borrower organized under the laws of the United States, any state thereof or the District of Columbia, or (2) any other Loan Party in the same jurisdiction as the disposing party, in the United States (or any state thereof or the District of Columbia) or in another jurisdiction reasonably acceptable to the Administrative Agent;
(d) any Restricted Subsidiary may merge, amalgamate or consolidate with, or dissolve into, any other Person in order to effect a Permitted Investment or other Investment permitted under Section 7.05; provided that (i) the continuing or surviving Person shall, to the extent subject to the terms hereof, have complied with the requirements of Section 6.12, (ii) to the extent constituting an Investment, such Investment must be a Permitted Investment or other Investment permitted Investment in or Indebtedness of under Section 7.05, (iii) to the extent constituting a Disposition, such Disposition must be permitted hereunder and (iv) to the extent such Restricted Subsidiary which is not a Loan Party Co-Borrower, it shall cease to be a Co-Borrower in accordance with Sections 7.02 and 7.03, respectivelySection 11.03;
(de) any Restricted Subsidiary may merge enter into an Intercompany License Agreement;
(f) subject to the foregoing provisions of clauses (a) – (d) above and clause (g) below, the Borrower and any Restricted Subsidiary may effect a Permitted Tax Reorganization;
(g) any Restricted Subsidiary may merge, dissolve, liquidate, amalgamate, consolidate with any other or into another Person in order to effect an Investment a Disposition (whether in one transaction or in a series of transactions) of all or substantially all of its assets (whether now owned or hereafter acquired) permitted pursuant to Section 7.027.04 (other than Dispositions permitted by this Section 7.03); providedprovided that if such Restricted Subsidiary is a Co-Borrower, that it shall cease to be a Co-Borrower in accordance with Section 11.03; and
(ih) any Permitted Investment may be structured as a merger, consolidation or amalgamation; provided that, to the extent such merger, consolidation or amalgamation is between the Borrower and any other Person, the Borrower shall be the continuing or surviving Person or the surviving Person shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent and shall otherwise satisfy the requirements set forth in clauses (A) and (B) in the first proviso in Section 7.03(a); provided further that this clause (h) shall not limit clause (d) above. For the avoidance of doubt, notwithstanding anything else contained herein, any LLC Conversion shall be permitted under this Agreement and each other Loan Document so long as (i) the resulting entity shall as a Restricted Subsidiary, matter of law have assumed and become liable for all obligations and liabilities of the Person which together with each of its Subsidiaries, shall have complied with is the requirements of Section 6.12 or subject thereof and (ii) with respect to any Loan Party, (x) concurrently therewith, the resulting entity shall have executed and delivered all necessary documentation as reasonably required by the Administrative Agent to be joined hereto and to the extent constituting an Investmentother Loan Documents as party in the same capacity as was the converted entity and to continue and evidence the grant, such Investment must be a permitted Investment in accordance with Section 7.02; and
(e) a mergerenforceability, dissolutionperfection and like priority of the Administrative Agent’s Liens on the Collateral, liquidation, consolidation or Disposition, the purpose none of which is shall be impaired by such transaction and (y) the Borrower shall have caused to effect a Disposition permitted pursuant be prepared and delivered to Section 7.05 (other than Section 7.05(f)(A))the Administrative Agent an opinion of counsel to be in form and substance reasonably acceptable to the Administrative Agent regarding the execution, delivery, performance and enforceability of the Loan Documents and the validity, enforceability, perfection and priority of the Collateral Agent’s Liens on the Collateral.
Appears in 2 contracts
Sources: Credit Agreement (CarGurus, Inc.), Credit Agreement (CarGurus, Inc.)
Fundamental Changes. Merge(a) The Parent will not, dissolveand will not permit the Borrower or any Subsidiary to, liquidate, merge into or consolidate with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of related transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) to ), or in favor of any Personliquidate or dissolve, except that, so long as no Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge with (i) the Borrower Parent may merge or consolidate with any Person, provided that (including a mergerA) the Parent shall be the surviving entity thereof, (B) the Parent shall have satisfied the notice requirements in
Section 6.1 (f) with respect thereto, and (C) immediately after giving effect thereto, the purpose Loan Parties shall be in compliance on a pro forma basis with all Financial Covenants as of which is to reorganize the most recent fiscal quarter end (assuming, for purposes of the Financial Covenants, that all mergers, acquisitions and dispositions consummated since the first day of such fiscal quarter, had occurred on the first day of such fiscal quarter);
(ii) the Borrower into a new jurisdiction)may merge or consolidate with any Subsidiary Guarantor, provided, provided that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of entity;
(iii) the Borrower pursuant to documents reasonably acceptable to the Administrative Agent may merge or (ii) consolidate with any one or more other Restricted SubsidiariesPerson, provided, provided that when any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor Borrower shall be the continuing or surviving Person or entity, (B) to the extent constituting an InvestmentParent shall have satisfied the requirements in Section 6.1(f) with respect thereto, and (C) immediately after giving effect thereto, the Loan Parties shall be in compliance on a pro forma basis with all Financial Covenants as of the most recent fiscal quarter end (assuming, for purposes of the Financial Covenants, that all mergers, acquisitions and dispositions consummated since the first day of such Investment must be a permitted Investment in or Indebtedness fiscal quarter, had occurred on the first day of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03such fiscal quarter);
(iA) any Subsidiary that may merge or consolidate with or into the Borrower in a transaction in which the Borrower is not the surviving Person, (B) any Subsidiary Guarantor may merge or consolidate with or into any Subsidiary in a Loan Party transaction in which a Subsidiary Guarantor is the surviving Person, and (C) any Excluded Subsidiary may merge, amalgamate merge or consolidate with or into any other Subsidiary that (including another Excluded Subsidiary) in a transaction in which such other Subsidiary is not a Loan Party and the surviving Person;
(iiv) any Subsidiary may liquidate merge or dissolveconsolidate with any other Person, provided that (A) immediately after giving effect thereto, no Default shall or would exist, and (B) either (1)(a) such Subsidiary is the surviving Person, and (b) such merger or consolidation is not prohibited by Section 7.5, or (2)(a) such other Person is the Borrower surviving Person, and (b)(i) such merger or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations consolidation is not adversely affected therebyprohibited by Section 7.7, or (ii) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and merger or consolidation is not disadvantageous to the Lenders (it being understood that in the case of any dissolution of prohibited by Section 7.5 and such other Person shall become a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and Guarantor in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder)accordance with Section 6.11;
(cvi) any Restricted Subsidiary (A) the Parent may Dispose sell, transfer, lease or otherwise dispose of all or substantially all of its assets (upon voluntary liquidation other than Equity Interests in the Borrower) to any Person, (B) the Borrower may sell, transfer, lease or otherwiseotherwise dispose of all or substantially all of its assets to any Subsidiary Guarantor, (C) any Subsidiary Guarantor may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or to another Restricted Subsidiary; any other Subsidiary Guarantor (upon voluntary liquidation or dissolution or otherwise), and (D) any Excluded Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower or any Subsidiary (upon voluntary liquidation or dissolution or otherwise);
(vii) any Subsidiary may sell, transfer, lease or otherwise dispose of its assets in a transaction that is not otherwise permitted by this Section 7.3(a), provided that if such sale, transfer, lease or other disposition is permitted by Section 7.7; and
(viii) any Subsidiary may liquidate, wind up or dissolve so long as (A) the transferor in assets of any such a transaction Subsidiary that is a Subsidiary Guarantor are transferred to the Borrower or another Subsidiary Guarantor, then or (iB) the transferee must either be assets of any such Subsidiary that is an Excluded Subsidiary are transferred to the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;Subsidiary.
(db) The Parent will not, and will not permit any Restricted Subsidiary may merge with subsidiary thereof to, engage in any business other Person than businesses of the type conducted by the Parent, the Borrower and the Subsidiaries on the Closing Date and businesses which are now, or which in order to effect an Investment permitted pursuant to Section 7.02; provided, that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, future shall have complied with the requirements of Section 6.12 become, reasonably related thereto or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; and
(e) 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(f)(A))reasonable extension thereof.
Appears in 2 contracts
Sources: Credit and Guarantee Agreement (General Communication Inc), Credit and Guarantee Agreement (Gci Inc)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, consummate a Division as the Dividing Person, or otherwise Dispose of (whether in one transaction or in a series of related 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 Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary of the Borrower may merge merge, amalgamate or consolidate with (iA) the Borrower (including a merger, merger the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, ; provided that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent or (iiB) any one or more other Restricted Subsidiaries, provided, Subsidiaries of the Borrower; provided that when any Guarantor Person that is a Loan Party is merging with another a Restricted Subsidiary, (A) the Guarantor a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03Person;
(i) any Restricted Subsidiary of the Borrower that is not a Loan Party may merge, amalgamate or consolidate with or into any other Restricted Subsidiary of the Borrower that is not a Loan Party and Party, (ii) any Restricted Subsidiary of the Borrower may liquidate or dissolve, or dissolve and (iii) any Restricted Subsidiary of the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if if, with respect to clauses (ii) and (iii), the Borrower determines in good faith that such action is in the best interest of the Borrower Consolidated Parties and its Subsidiaries and is if not materially disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Restricted Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary of the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another such Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be a Subsidiary Guarantor or the Borrower or a Guarantor or (ii) to the extent constituting an InvestmentInvestment or incurrence of Indebtedness, such Investment must be a permitted Investment in or in, and such Indebtedness of must be permitted Indebtedness of, a Restricted Subsidiary which that is not a Loan Party in accordance with Sections 7.02 (other than 7.02(e) or 7.02(h)) and 7.03, respectively;
(d) so long as no Default has occurred and is continuing or would result therefrom, the Borrower may merge, amalgamate or consolidate with any other Person; provided that the Borrower shall be the continuing or surviving corporation (for the avoidance of doubt, the Borrower shall not be permitted to consummate a Division);
(e) so long as (in the case of a merger involving a Loan Party) no Default has occurred and is continuing or would result therefrom (limited, in connection with a merger involving a Limited Condition Transaction, to Defaults or Events of Default pursuant to Sections 8.01(a) and (f) and any other Default or Event of Default that is a condition to the effectiveness of the Limited Condition Transaction), any Restricted Subsidiary of the Borrower may merge or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, provided that (i) the continuing or surviving Person shall be (x) a Restricted Subsidiary of the Borrower and (y) a Domestic Subsidiary, which together with each of its their Restricted Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) 6.11 and Section 6.13 to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; andrequired pursuant to the Collateral and Guarantee Requirement;
(ef) so long as no Default has occurred and is continuing 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 (other than Section 7.05(f)(A7.05(e)); and
(g) any Restricted Subsidiary that is an LLC may consummate a Division as the Dividing Person if (A) immediately upon the consummation of the Division, the assets of the applicable Dividing Person are held by one or more Restricted Subsidiaries at such time and (B) if the Subsidiary of the Borrower consummating such Division as a Dividing Person is a Subsidiary Guarantor, then the Division Successor of such Division shall cause the Collateral and Guarantee Requirement to be satisfied with respect to such Division Successor (or to the extent such Division Successor is already a Subsidiary Guarantor it shall continue to be Subsidiary Guarantor after giving effect to such Division); provided that, notwithstanding anything to the contrary in this Agreement, any Subsidiary of the Borrower which is a Division Successor resulting from a Division of assets of a Material Subsidiary may not be deemed to be an Immaterial Subsidiary at the time of or in connection with the applicable Division.
Appears in 2 contracts
Sources: Credit Agreement (Blucora, Inc.), Credit Agreement (Blucora, Inc.)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Personinto, or Dispose convey, transfer, lease or otherwise 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 PersonPerson or enter into any Joint Venture, except that, so long as no Default or Event of Default exists at the time or would occur as a result therefromthereof:
(ai) any Restricted Subsidiary may merge with (iA) the Borrower (including a mergerBorrower, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, provided that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent or Person, (iiB) any one or more other Restricted Subsidiaries, providedprovided that, that when any Guarantor wholly-owned Subsidiary is merging with another Restricted Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person, provided further that any Material Domestic Subsidiary may only merge with another Subsidiary that is at the time a Guarantor, or (AC) any other Person, provided that (1) the Guarantor Subsidiary shall be the continuing or surviving Person or immediately upon such merger, consolidation or combination, the surviving Person shall be a wholly-owned Subsidiary of the Borrower and (B2) to the extent constituting an Investmentrequired by Section 2.12, the surviving entity in such Investment must be merger executes and delivers a permitted Investment in or Indebtedness Guaranty concurrently upon the effectiveness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party such merger; and (ii) in connection with the Specified Acquisition and pursuant to the Specified Acquisition Agreements, Alpha Merger Sub may merge with MDA, with MDA being the surviving Person, provided that, to the extent required by Section 2.12, MDA or any subsidiary of MDA executes and delivers a Guaranty concurrently upon the effectiveness of such merger;
(b) any Subsidiary may liquidate or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of sell all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that that, if the transferor seller in such a transaction is a Guarantorwholly-owned Subsidiary, then (i) the transferee purchaser must either be the Borrower or a Guarantor or (ii) to wholly-owned Subsidiary; provided further that, if the extent constituting an Investment, seller in such Investment must be a permitted Investment in or Indebtedness of transaction is a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(d) any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, that (i) the continuing or surviving Person shall be a Restricted Material Domestic Subsidiary, which together with each of its Subsidiaries, shall have complied with then the requirements of Section 6.12 purchaser must either be the Borrower or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02another Material Domestic Subsidiary; and
(ec) a merger, dissolution, liquidation, consolidation the Borrower or Disposition, any of its Subsidiaries may enter into any Joint Venture or partnership with any Person in the purpose Ordinary Course of which is to effect a Disposition permitted pursuant to Section 7.05 (other than Section 7.05(f)(A))Business.
Appears in 2 contracts
Sources: Credit Agreement (Arthrocare Corp), Credit Agreement (Arthrocare Corp)
Fundamental Changes. MergeHoldings may not, and will not permit any of its Restricted Subsidiaries to, merge, dissolve, liquidate, amalgamate, consolidate with or into another Person, consummate a Division as the dividing Person or Dispose 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, that (other than in the case of clause (e) below) so long as no Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge merge, amalgamate or consolidate with (i) the a Borrower or Holdings (including a merger, the purpose of which is to reorganize the or restructure a Borrower or Holdings into a new jurisdiction), provided, ; provided that the Borrower shall be the continuing or surviving Person or the surviving Person shall (A) be organized, incorporated, formed and/or registered (as applicable) (I) in the case of Holdings, under the laws of a Person organized and existing Designated Jurisdiction, (II) in the case of the U.S. Borrower, under the laws of the United States or States, any state thereof thereof, or the District of Columbia, (III) [reserved] and (IV) in the case of a UK Borrower, under the laws of England and Wales, and (B) provide any documentation and other information about such Person as shall expressly assume the obligations of the Borrower pursuant to documents have been reasonably acceptable to requested in writing by any Lender through the Administrative Agent that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including Title III of the USA PATRIOT Act, or (ii) any one or more other Restricted Subsidiaries; provided that, provided, that when any Guarantor is merging with another Restricted Subsidiary, Subsidiary that is not a Loan Party either (AI) the Guarantor shall be the continuing or surviving Person or (BII) such merger, amalgamation or consolidation shall be deemed to the extent constituting constitute either an InvestmentInvestment or disposition, as elected by Holdings, and such Investment must be a permitted Permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03Section 7.02, respectively or such disposition must be a disposition permitted hereunder;
(i) any Restricted Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Restricted Subsidiary that is not a Loan Party and (ii) any Restricted Subsidiary may liquidate or dissolve, or the Holdings, any Borrower or any other Restricted Subsidiary may (if the validity, perfection and priority of the Liens securing the First Lien Obligations is not adversely affected therebythereby and subject to compliance with Sections 6.12, 6.14 and 6.15, as applicable) change its legal form if the Borrower Holdings determines in good faith that such action is in the best interest of the Borrower Holdings and its Subsidiaries and is not disadvantageous to the Lenders in any material respect (it being understood that in the case of any liquidation or dissolution of a Restricted Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such liquidation or dissolution transfer its assets to another Restricted Subsidiary that is a GuarantorGuarantor in the same jurisdiction or a different jurisdiction reasonably satisfactory to the Administrative Agent unless such disposition of assets is permitted hereunder; and in the case of any change in legal form, a Restricted Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunderhereunder and, in each case, will comply with Sections 6.12, 6.14 and 6.15, as applicable);
(c) any Restricted Subsidiary (other than a Borrower) may Dispose dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Holdings, to any Borrower or to another any other Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then either (i) the transferee must either be the a Borrower or a Guarantor in the same jurisdiction or a different jurisdiction reasonably satisfactory to the Administrative Agent or (ii) to the extent such merger, amalgamation or consolidation shall be deemed to constitute either an Investment or disposition, such Investment must be a Permitted Investment or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Section 7.02, respectively, or such disposition must be a disposition permitted hereunder; provided, however, that Holdings may dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to any Loan Party or a Guarantor in the same jurisdiction as the disposing party or in another jurisdiction reasonably acceptable to the Administrative Agent;
(d) any Restricted Subsidiary (other than a Borrower) may merge, amalgamate or consolidate with, or dissolve into, any other Person, or consummate a Division as the dividing Person, in order to effect a Permitted Investment; provided that (i) the continuing or surviving Person shall, to the extent subject to the terms hereof, have complied with the requirements of Section 6.12, 6.14 and 6.15, as applicable, (ii) to the extent constituting an Investment, such Investment must be a Permitted Investment, and (iii) to the extent constituting a disposition, such disposition must be permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectivelyhereunder;
(de) any Restricted Subsidiary that is an LLC may merge consummate a Division as the dividing Person if, immediately upon the consummation of the Division, the assets of the applicable dividing Person are held by one or more Restricted Subsidiaries at such time, or, with respect to assets not so held by one or more Restricted Subsidiaries, such Division, in the aggregate, would otherwise result in an Asset Sale permitted by Section 7.04; provided that if the dividing Person is a Guarantor, then any Division Successor other than the dividing Person shall become a Guarantor to the extent required by and in accordance with Section 6.12(a) and the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Collateral Documents shall be maintained or created to the extent required by and in accordance with the provisions of Section 6.12, 6.14 and 6.15, as applicable.
(f) Holdings and its Restricted Subsidiaries may consummate the Transactions and the Reorganization Transactions;
(g) any Restricted Subsidiary (other than a Borrower) may merge, dissolve, liquidate, amalgamate, consolidate with or into another Person or consummate a Division as the dividing Person in order to effect an Investment a disposition (whether in one transaction or in a series of transactions) of all or substantially all of its assets (whether now owned or hereafter acquired) permitted pursuant to Section 7.02; provided7.04 (other than dispositions permitted by this Section 7.03);
(h) any Permitted Investment may be structured as a merger, that consolidation, amalgamation or Division;
(i) any Restricted Subsidiary (other than the Borrowers) may merge, dissolve, liquidate, amalgamate, consolidate with or into another Person or dispose of its assets if such transaction is undertaken in good faith in connection with any Permitted Restructuring;
(j) [reserved]; and
(k) if a Division is conducted by Holdings, then all of the Equity Interests of Holdings must be owned by only one Person that survives or results from such Division, and such Person owning such Equity Interests in Holdings shall otherwise comply with Section 7.03(l), become a Guarantor and pledge 100% of the Equity Interests of the Parent Borrower to the Collateral Agent.
(l) Holdings may not merge, dissolve, liquidate or consolidate with or into any other Person; provided that, notwithstanding the foregoing, as long as no Event of Default exists or would result therefrom, Holdings may merge or consolidate with any other Person if the following conditions are satisfied:
(i) Holdings shall be the continuing or surviving Person shall be a Restricted SubsidiaryPerson, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or or
(ii) if the Person formed by or surviving any such merger, amalgamation or consolidation is not Holdings or is a Person into which Holdings has been liquidated,
(1) the Successor Holdings shall be an entity organized, incorporated, formed and/or registered (as applicable) or existing under the laws of a Designated Jurisdiction,
(2) the Successor Holdings shall expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent,
(3) the immediate parent company of Successor Holdings shall pledge 100% of the Equity Interests of Holdings to the Collateral Agent as Collateral to secure the Secured Obligations in form reasonably satisfactory to the Administrative Agent,
(4) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement and, with respect to such opinion of counsel only, including customary organization, incorporation, formation and/or registration (as applicable), due execution, no conflicts and enforceability opinions to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02reasonably requested by the Administrative Agent; and
(e) a merger, dissolution, liquidation, consolidation or Dispositionit being agreed that if the foregoing are satisfied, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05 (other than Section 7.05(f)(A))Successor Holdings will succeed to, and be substituted for, Holdings under this Agreement.
Appears in 2 contracts
Sources: Syndicated Facility Agreement (Cumberland Farms LTD), Syndicated Facility Agreement (Cumberland Farms LTD)
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, except that, so long as no Event of Default exists or would result therefromprior to and/or after giving effect thereto:
(a) any Restricted Subsidiary may merge with (ix) the Borrower (including a mergerBorrower, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, provided that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent Person, or (iiy) any one or more other Restricted Subsidiaries, provided, provided that when any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor shall be the continuing or surviving Person or (B) to the extent constituting an InvestmentPerson, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(i) any Subsidiary that is not a Loan Party may mergeprovided further that, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not disadvantageous to the Lenders (it being understood that in the case of both clause (x) and (y), any dissolution of a Subsidiary that which is a Guarantor, such an Unrestricted Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and the applicable merger (1) must meet the criteria set forth in the case definition of any change “Restricted Subsidiary” for conversion to a Restricted Subsidiary immediately prior to the occurrence of the applicable merger and (2) shall be treated in legal form, all respects as a Restricted Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder)during all periods of determination for purposes of calculating Consolidated Operating Cash Flow;
(cb) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower or a Guarantor or Guarantor;
(iic) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party Dispositions in accordance with Sections 7.02 and 7.03, respectively;the terms of Section 7.05; and
(d) any Restricted Subsidiary Permitted Acquisition permitted by Section 7.07 may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; and
(e) structured as a merger, dissolution, liquidation, consolidation or Dispositionamalgamation, so long as the purpose of which Borrower or a Loan Party is to effect a Disposition permitted pursuant to Section 7.05 (other than Section 7.05(f)(A))the surviving Person.
Appears in 2 contracts
Sources: Credit Agreement (Entercom Communications Corp), Credit Agreement (Entercom Communications Corp)
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 a Material Portion of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge with (i) the Borrower (including a mergerBorrower, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, provided that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent Person, or (ii) any one or more other Restricted Subsidiaries, provided, provided that when any Guarantor wholly-owned Subsidiary is merging with another Restricted Subsidiary, (A) the Guarantor wholly-owned Subsidiary shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;Person; and
(ib) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all a Material Portion of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantorwholly-owned Subsidiary, then (i) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectivelywholly-owned Subsidiary;
(dc) the Borrower or any Restricted Subsidiary of its Subsidiaries may consolidate or merge with another corporation or entity, and a Person may consolidate with or merge into the Borrower or any other Person of its Subsidiaries, provided that (x) if the merger involves a Subsidiary but does not involve the Borrower, a Subsidiary shall be the ultimate surviving entity, and (y) if the merger involves the Borrower, the Borrower shall be the ultimate surviving entity, and (z) in order to effect an Investment permitted pursuant to Section 7.02; provided, that each such case (i) the continuing or surviving Person entity shall be after the merger a Restricted Subsidiarysolvent corporation organized and existing under the laws of the United States of America, which together with each any State thereof or the District of its SubsidiariesColumbia, shall have complied with the requirements of Section 6.12 or (ii) immediately after giving effect to such transaction and treating any Indebtedness which becomes an obligation of the Borrower or a Subsidiary as a result of such transaction as having been incurred by the Borrower or such Subsidiary at the time of such transaction, no Event of Default or Default shall have happened and be continuing, and (iii) if the merger or consolidation involves the Borrower, the Borrower has delivered to the extent constituting Administrative Agent a certificate signed by a Responsible Officer and an Investmentopinion of counsel, each stating that such Investment must be a permitted Investment in accordance with Section 7.02; and
(e) a merger, dissolution, liquidation, consolidation or Dispositionmerger complies with this Section 7.03 and such certificate shall additionally state that, in the opinion of the board of directors of the Borrower, the transaction is in the interest of the Borrower; provided, however, that the Borrower shall not convey or transfer any assets to a Subsidiary solely for the purpose of which is improving the credit position of such Subsidiary in order to effect a Disposition permitted pursuant enable it to Section 7.05 (other than Section 7.05(f)(A))borrow money.
Appears in 2 contracts
Sources: 364 Day Credit Agreement (Oneok Inc /New/), 364 Day Credit Agreement (Oneok Inc /New/)
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, except that, :
(a) so long as no Event of Default exists shall have occurred and be continuing or would result therefrom:
(a) , any Restricted Subsidiary may merge with (i) the Borrower (including a mergerBorrower, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, provided that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent Person, or (ii) any one or more other Restricted Subsidiaries, provided, provided that when any Subsidiary Guarantor is merging with another Restricted Subsidiary, (A) the a Subsidiary Guarantor shall be the continuing or surviving Person or (B) and, if the merger involves a change in ownership of any Collateral, then, after giving effect to the extent constituting an Investmentsuch merger, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03property shall continue to constitute Collateral;
(ib) so long as no Event of Default shall have occurred and be continuing or would result therefrom, any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted SubsidiarySubsidiary (other than by way of dissolution, voluntary liquidation or a similar transaction); provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(d) any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, that (i) immediately after giving effect to such Disposition, the continuing or surviving Person shall be Loan Parties are in compliance, on a Restricted SubsidiaryPro Forma Basis, which together with each of its Subsidiaries, shall have complied with the requirements provisions of Section 6.12 or 7.11 and (ii) if any property subject to the extent constituting an Investmentsuch Disposition constitutes Collateral, then, after giving effect to such Disposition, such Investment must be a permitted Investment in accordance with Section 7.02property shall continue to constitute Collateral; and
(ec) a mergerso long as no Event of Default shall have occurred and be continuing or would result therefrom, any Subsidiary may transfer all or substantially all of its assets to the Borrower or to another Subsidiary by way of dissolution, liquidation, consolidation voluntary liquidation or Dispositiona similar transaction; provided that (i) immediately after giving effect to such dissolution or liquidation or similar transaction, the purpose Loan Parties are in compliance, on a Pro Forma Basis, with the provisions of which Section 7.11 and (ii) if such Subsidiary is to effect a Disposition permitted pursuant to Section 7.05 Subsidiary Guarantor (other than Section 7.05(f)(A▇▇▇▇▇ Court-T (US), LLC, to which this clause (c)(ii) shall not apply), it owns no Equity Interests or other assets at the time such dissolution, liquidation or similar transaction is consummated.
Appears in 2 contracts
Sources: Credit Agreement (NorthStar Realty Europe Corp.), Credit Agreement (NorthStar Realty Europe Corp.)
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, except that, so long as no Event of Default exists or would result therefrom:
(a) Neither the Company nor any Restricted Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent or (ii) any one or more other Restricted Subsidiaries, provided, that when any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate Person or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets to any Person unless (upon voluntary liquidation A) no Event of Default shall be continuing after giving effect to such transaction and (B)(x) such Borrower shall be the continuing entity or otherwise(y)
(1) the Person formed by or surviving such merger or consolidation, or the transferee of such assets, shall be an entity organized or existing under the laws of the United States, any state thereof, or the District of Columbia (or, in the case of any Subsidiary Borrower organized outside of the United States, the jurisdiction of incorporation of such Subsidiary Borrower or any other Foreign Subsidiary Borrower) that expressly assumes all the obligations of such Borrower under the Loan Documents pursuant to a supplement or amendment to the Borrower Loan Documents reasonably satisfactory to the Administrative Agent, (2) the Company and, during any Reinstated Guarantee Period, each Subsidiary Guarantor shall have reaffirmed its obligations under the Loan Documents and (3) the Administrative Agent shall have received an opinion of counsel (which may be internal counsel to a Loan Party) which is reasonably satisfactory to the Administrative Agent and consistent with the opinions delivered on the Closing Date with respect to such Borrower; provided, that, so long as no Obligations are owed (or in the case of Letters of Credit, as long as such Obligations are Collateralized) by the applicable Subsidiary Borrower, the Company may elect for such Subsidiary to another Restricted Subsidiary; provided cease to be a “Borrower” hereunder pursuant to Section 10.1(d) hereof and, thereafter, such Subsidiary shall not be subject to the restrictions contained in this paragraph.
(b) During any Reinstated Guarantee Requirement Period, no Subsidiary that if the transferor in such a transaction is a Guarantor, then Subsidiary Guarantor shall merge or consolidate with any other Person or dispose of all or substantially all of its assets to any Person unless (i) the transferee must either Company or a Subsidiary Guarantor shall be the Borrower continuing entity or a Guarantor or shall be the transferee of such assets, (ii) (A) the Person formed by or surviving such merger or consolidation, or the transferee of such assets, shall be an entity organized or existing under the laws of the United States, any state thereof, or the District of Columbia that expressly assumes all the obligations of such other Subsidiary Guarantor under the Loan Documents pursuant to a supplement or amendment to each applicable Loan Document reasonably satisfactory to the extent constituting Administrative Agent, (B) the Company and each then-remaining Loan Party shall have reaffirmed its obligations under the Loan Documents and (C) the Administrative Agent shall have received an Investment, such Investment must opinion of counsel (which may be internal counsel to a permitted Investment in or Indebtedness of a Restricted Subsidiary Loan Party) which is not a Loan Party in accordance with Sections 7.02 and 7.03reasonably satisfactory to the Administrative Agent and, respectively;
(d) any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; providedif applicable, that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied consistent with the requirements of Section 6.12 opinions delivered on the Closing Date with respect to such Loan Party, or (iiiii) to the extent constituting in connection with an Investment, such Investment must be a permitted Investment in accordance with asset sale not prohibited by Section 7.02; and
(e) 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(f)(A))7.3.
Appears in 2 contracts
Sources: Revolving Credit Agreement (General Motors Financial Company, Inc.), 3 Year Revolving Credit Agreement (General Motors Financial Company, 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, except that, so long as no Event of Default exists or would result therefrom:
(a) any Restricted wholly-owned Subsidiary of the AMID Borrower may merge or consolidate with or into (i) the Borrower (including any Borrower, provided that a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent Person, or (ii) any one or more other Restricted Subsidiaries, provided, that when wholly-owned Subsidiaries of any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;Borrower; and
(ib) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the AMID Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the any Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then one or more other wholly-owned Subsidiaries of any Borrower. No Loan Party shall issue any Equity Interests which (i) the transferee must either may be the Borrower classified in whole or a Guarantor or part as Indebtedness under GAAP, (ii) require mandatory distributions (other than dividends or distributions of additional Equity Interests of such type permitted under Section 7.06(b) or distributions of Available Cash permitted under Section 7.06(d)) or mandatory redemption prior to 91 days after the extent constituting an InvestmentMaturity Date, such Investment must be or (iii) provide for a permitted Investment in or Indebtedness scheduled distribution above generally prevailing market rates at the time of issuance. No Subsidiary of the AMID Borrower will issue any additional Equity Interests, except a Restricted direct Subsidiary which is not of a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
may issue additional Equity Interests to such Loan Party or to the Borrowers (dor any of them) any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, that so long as (i) the continuing such Subsidiary is a wholly-owned Subsidiary of a Borrower (or surviving Person shall be a Restricted Subsidiaryis Finance Co) after giving effect thereto, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or and (ii) such Equity Interests shall be pledged to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; and
(e) a merger, dissolution, liquidation, consolidation or Disposition, Collateral Agent for the purpose benefit of which is to effect a Disposition permitted the Lenders pursuant to Section 7.05 (other than Section 7.05(f)(A))Security Documents acceptable to the Collateral Agent.
Appears in 2 contracts
Sources: Credit Agreement (American Midstream Partners, LP), Credit Agreement
Fundamental Changes. MergeThe Borrower shall not, and shall not permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of acquire (whether in one transaction or in a series of transactions) all or substantially all of its assets of or Equity Interests in, or assets which constitute a business unit of, any Person (whether now owned or hereafter acquired) including, in each case, pursuant to or in favor of any Persona Division), except that, :
(a) so long as no Event of Default exists or would result therefrom:, the Borrower or any of its Subsidiaries may acquire (in one transaction or a series of transactions) all or substantially all of the assets of or Equity Interests in, or assets which constitute a business unit of, any Person provided that (i) the aggregate purchase price paid for all such acquisitions in any fiscal year does not exceed 10% of Consolidated Net Worth of the Borrower as of the most recently ended fiscal year for which financial statements have been delivered or are required to be delivered pursuant to Section 4.01(a)(ix) and Section 6.01(a) and (ii) for acquisitions in excess of $32,000,000, the Borrower has provided the Lenders with advance notice of such acquisition and provided a pro forma Compliance Certificate giving effect to such acquisition;
(ab) so long as no Default exists or would result therefrom, any Restricted Subsidiary (other than MCC and MIC) may merge with (i) the Borrower (including a mergerBorrower, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, provided that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent person, or (ii) any one or more other Restricted Subsidiaries, provided, that when any Guarantor is merging with another Restricted SubsidiarySubsidiaries (other than MCC and MIC);
(c) so long as no Default exists or would result therefrom, (Ai) the Guarantor any Subsidiary (other than MIC) may merge with MCC, provided that MCC shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than MCC) may liquidate or dissolvemerge with MIC, or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either MIC shall be the Borrower continuing or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectivelysurviving Person;
(d) any Restricted Subsidiary so long as no Default exists or would result therefrom, the Borrower may merge or consolidate with any Person (other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, than MCC and MIC) provided that (i) such merger or consolidation does not result in a Change of Control, (ii) either the Borrower is the continuing or surviving Person shall be or the continuing or surviving Person is organized in the United States and assumes all obligations under this Agreement and the other Loan Documents to which the Borrower is a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) party in a manner reasonably satisfactory to the extent constituting an Investment, Administrative Agent and (iii) the Borrower has provided the Lenders with advance notice of such Investment must be merger or consolidation and provided a permitted Investment in accordance with Section 7.02; andpro forma Compliance Certificate giving effect to such merger or consolidation;
(e) a mergerso long as no Default exists or would result therefrom, dissolution, liquidation, consolidation or Disposition, any Subsidiary of the purpose of which is to effect a Disposition permitted pursuant to Section 7.05 Borrower (other than Section 7.05(f)(A))a Material Party) may be dissolved or liquidated.
Appears in 2 contracts
Sources: Credit Agreement (Mercury General Corp), Credit Agreement (Mercury General Corp)
Fundamental Changes. Merge, dissolve, liquidate, amalgamate, consolidate with or into another Person, 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 PersonPerson (including, in each case, pursuant to an LLC Division or LP Division, or an allocation of assets to a Series LLC or Series LP), except that, (other than in the case of clause (e) below) so long as no Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge merge, amalgamate or consolidate with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided that (A) the Borrower shall be a person organized under the laws of the United States, providedany state thereof or the District of Columbia, that and the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent and (B) the surviving person shall provide any documentation and other information about such person as shall have been reasonably requested in writing by any Lender through the Administrative Agent that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including Title III of the PATRIOT Act, or (ii) any one or more other Restricted Subsidiaries, provided, ; provided that when any Subsidiary Guarantor is merging merging, amalgamating or consolidating with another Restricted Subsidiary, Subsidiary that is not a Subsidiary Guarantor either (A) the Subsidiary Guarantor shall be the continuing or surviving Person or (B) such merger, amalgamation or consolidation shall be deemed to constitute either an Investment or Disposition, as elected by the extent constituting an InvestmentBorrower, and such Investment must be a Permitted Investment, other Investment permitted Investment in under Section 7.05 or Indebtedness of a Restricted Subsidiary which is not a Loan Party Subsidiary Guarantor in accordance with Sections 7.02 and 7.03Section 7.01, respectively or such Disposition must be a Disposition permitted hereunder;
(i) any Restricted Subsidiary that is not a Loan Party Subsidiary Guarantor may merge, amalgamate or consolidate with or into any other Restricted Subsidiary that is not a Loan Party Subsidiary Guarantor and (ii) any Restricted Subsidiary (other than the Borrower) may liquidate or dissolve, or the any Borrower or any Subsidiary Party may (if the validity, perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not disadvantageous to the Lenders in any material respect (it being understood that in the case of any liquidation or dissolution of a Restricted Subsidiary that is (A) a GuarantorCo-Borrower, such Subsidiary shall at or before the time of such dissolution cease to be a Co-Borrower under this Agreement in accordance with Section 11.03 or (B) a Loan Party, such Subsidiary shall at or before the time of such liquidation or dissolution transfer its assets to the Borrower or another Restricted Subsidiary that is a GuarantorLoan Party in the same jurisdiction or a different jurisdiction reasonably satisfactory to the Administrative Agent unless such Disposition of assets is permitted hereunder; and in the case of any change in legal form, a Restricted Subsidiary that is a Co-Borrower or a Guarantor will remain a Co-Borrower or a Guarantor unless such Co-Borrower or Guarantor is otherwise permitted to cease being a Co-Borrower or a Guarantor hereunder);
(c) any Restricted Subsidiary (other than the Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another any Restricted Subsidiary; provided that if the transferor in such a transaction is (A) a GuarantorCo-Borrower, such Subsidiary shall at or before the time of such dissolution cease to be a Co-Borrower under this Agreement in accordance with Section 11.03 or (B) a Loan Party, then either (i) the transferee must either be the Borrower or a Subsidiary Guarantor or (ii) to the extent such Disposition of assets shall be deemed to constitute either an Investment or Disposition, such Investment must be a Permitted Investment or Indebtedness of a Non-Loan Party Subsidiary in accordance with Section 7.01, respectively, or such Disposition must be a Disposition permitted hereunder; provided, however, that the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to any Loan Party in the same jurisdiction as the disposing party or in another jurisdiction reasonably acceptable to the Administrative Agent;
(d) any Restricted Subsidiary (other than the Borrower) may merge, amalgamate or consolidate with, or dissolve into, any other Person in order to effect a Permitted Investment or other Investment permitted under Section 7.05; provided that (i) the continuing or surviving Person shall, to the extent subject to the terms hereof, have complied with the requirements of Section 6.12, (ii) to the extent constituting an Investment, such Investment must be a Permitted Investment or other Investment permitted Investment in or Indebtedness of under Section 7.05, (iii) to the extent constituting a Disposition, such Disposition must be permitted hereunder and (iv) to the extent such Restricted Subsidiary which is not a Loan Party Co-Borrower, it shall cease to be a Co-Borrower in accordance with Sections 7.02 and 7.03, respectivelySection 11.03;
(de) the Borrower Parties may consummate the Transactions;
(f) the Borrower and any Restricted Subsidiary may effect a Permitted Tax Reorganization;
(g) any Restricted Subsidiary (other than the Borrower) may merge, dissolve, liquidate, amalgamate, consolidate with or into another Person in order to effect a Disposition (whether in one transaction or in a series of transactions) of all or substantially all of its assets (whether now owned or hereafter acquired) permitted pursuant to Section 7.04 (other than Dispositions permitted by this Section 7.03); provided that if such Restricted Subsidiary is a Co-Borrower, it shall cease to be a Co-Borrower in accordance with Section 11.03;
(h) any Restricted Subsidiary may merge merge, dissolve, liquidate, amalgamate, consolidate with any other or into another Person in order to effect an Investment permitted pursuant to Section 7.02; provided, that or Dispose of its assets if (i) such transaction is undertaken in good faith to improve the continuing or surviving Person shall be a Restricted Subsidiary, which together with each tax efficiency of the Borrower and its Subsidiaries, shall have complied with the requirements of Section 6.12 or Subsidiaries and (ii) after giving effect to such transaction, each of the extent constituting security interest of the Collateral Agent in the Collateral, taken as a whole, and the value of the Guarantees, taken as a whole, is not materially impaired;
(i) any Restricted Subsidiary may enter into an Investment, such Investment must be a permitted Investment in accordance with Section 7.02Intercompany License Agreement; and
(ej) any Permitted Investment may be structured as a merger, dissolution, liquidation, consolidation or Dispositionamalgamation. For the avoidance of doubt, the purpose of which is to effect a Disposition notwithstanding anything else contained herein, any LLC Conversion shall be permitted pursuant to Section 7.05 (under this Agreement and each other than Section 7.05(f)(A))Loan Document.
Appears in 2 contracts
Sources: Credit Agreement (Instructure Holdings, Inc.), Credit Agreement (Instructure Holdings, 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 PersonPerson (other than as part of the Transactions), except that, so long as no Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge merge, amalgamate or consolidate with (i) the Parent Borrower (including a merger, the purpose of which is to reorganize the Parent Borrower into a new jurisdiction), provided, ; provided that the Parent Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent or (ii) any one or more other Restricted Subsidiaries, provided, ; provided that when any Guarantor Person that is a Loan Party is merging with another a Restricted Subsidiary, (A) the Guarantor a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03Person;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and Party, (ii) any Subsidiary (other than a Borrower) may liquidate or dissolve, or the Borrower or dissolve and (iii) any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if if, with respect to clauses (ii) and (iii), the Parent Borrower determines in good faith that such action is in the best interest of the Parent Borrower and its Subsidiaries and is if not materially disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the a Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower a Guarantor or a Guarantor Borrower or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 (other than Section 7.02(e)) and 7.03, respectively;; and
(d) so long as no Default has occurred and is continuing or would result therefrom, the Parent Borrower may merge or consolidate with any other Person; provided that (i) the Parent Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower (any such Person, the “Successor Company”), (A) the Successor Company shall be an entity organized or existing under the Laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of the Parent Borrower under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its Guarantee shall apply to the Successor Company’s obligations under the Loan Documents, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement and other applicable Collateral Documents confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, (E) if requested by the Administrative Agent, each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, and (F) the Parent Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the Parent Borrower under this Agreement; and
(e) so long as no Default has occurred and is continuing or would result therefrom (in the case of a merger involving a Loan Party), any Restricted Subsidiary may merge or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, provided that (i) the continuing or surviving Person shall be a Restricted SubsidiarySubsidiary of the Parent Borrower, which together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) 6.11 to the extent constituting an Investmentrequired pursuant to the Collateral and Guarantee Requirement;
(f) the Parent Borrower and the Restricted Subsidiaries may consummate the Merger, such Investment must be a permitted Investment in accordance with Section 7.02related transactions contemplated by the Merger Agreement (and documents related thereto) and the Transactions; and
(eg) so long as no Default has occurred and is continuing 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 (other than Section 7.05(f)(A))7.05.
Appears in 2 contracts
Sources: Credit Agreement (Change Healthcare Holdings, Inc.), Credit Agreement (TC3 Health, Inc.)
Fundamental Changes. Merge(a) In the case of the Borrower, dissolve, liquidatein a single transaction or series of related transactions, consolidate or merge with or into another any Person, or Dispose sell, assign, transfer, lease, convey or otherwise dispose of (whether in one transaction or in a series of transactionscause or permit any Subsidiary to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of its the Borrower’s assets (whether now owned or hereafter acquireddetermined on a consolidated basis for the Borrower and its Restricted Subsidiaries) to or in favor of any Person, except that, so long as no Event of Default exists or would result therefromPerson unless:
(a) any Restricted Subsidiary may merge with (i) the Borrower either: (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, that A) the Borrower shall be the surviving or continuing corporation; or surviving (B) the Person (if other than the Borrower) formed by such consolidation or into which the Borrower is merged or the surviving Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Borrower and of the Subsidiaries substantially as an entirety (the “Surviving Entity”) (x) shall be a Person corporation organized and validly existing under the laws of the United States of America or any state State thereof or the District of Columbia and (y) shall expressly assume assume, pursuant to supplements to the obligations Loan Documents or other documents or instruments in form reasonably satisfactory to the Administrative Agent, executed and delivered to the Administrative Agent, the Obligations;
(ii) except in the case of a merger of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent with or (ii) any one or more other Restricted Subsidiaries, provided, that when any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be into a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(i) any Wholly-Owned Subsidiary that is not a Loan Party may merge, amalgamate Securitization Entity or consolidate with or into any other an Unrestricted Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not disadvantageous to the Lenders (it being understood that except in the case of a merger entered into solely for the purpose of reincorporating the Borrower in another jurisdiction, immediately after giving effect to such transaction and the assumption contemplated by clause (i)(B)(y) above (including giving effect to any dissolution Indebtedness incurred or assumed and any Lien granted or assumed in connection with or in respect of such transaction), both (x) the Borrower or such Surviving Entity, as the case may be, shall be in pro forma compliance with each of the financial covenants in Section 7.11 as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 (or, if prior to any such delivery, as of the date of the Audited Financial Statements) and (y) no Default shall have occurred or be continuing; and
(iii) the Borrower or the Surviving Entity shall have delivered to the Administrative Agent resolutions and Organization Documents reasonably requested by the Administrative Agent in connection with such transaction, along with both a certificate of a Subsidiary Responsible Officer of the Borrower and an opinion of counsel stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if supplements to the Loan Documents are required in connection with such transaction, such supplements comply with the applicable provisions of the Loan Documents and that all conditions precedent in this Agreement relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Subsidiaries the Capital Stock of which constitutes all or substantially all of the properties and assets of the Borrower, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Borrower. However, transfer of assets (i) between or among the Borrower and its Restricted Subsidiaries, (ii) between and among Foreign Subsidiaries or (iii) from Foreign Subsidiaries to a Loan Party will not be subject to this Section 7.04(a). Upon any consolidation, combination or merger, or any transfer of all or substantially all of the assets of the Borrower in accordance with this Section 7.04(a) in which the Borrower is not the continuing corporation, the successor Person formed by such consolidation or into which the Borrower is merged or to which such conveyance, lease or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of the Borrower under this Agreement and the other Loan Documents with the same effect as if such surviving entity had been named as such and that, in the event of a conveyance or transfer (but not a lease), the conveyor or transferor (but not a lessor) shall be released from the provisions of this Agreement and the other Loan Documents.
(b) In the case of any Guarantor, such Subsidiary shall at consolidate or before the time merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of, in a single transaction or series of such dissolution transfer related transactions, all or substantially all of its assets to another Subsidiary that is a Guarantor; and any Person unless:
(i) (except in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted that has been disposed of in its entirety to cease being another Person (other than to the Borrower or an Affiliate of the Borrower), whether through a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose merger, consolidation or sale of Equity Interests or through the sale of all or substantially all of its assets (upon voluntary liquidation such sale constituting the disposition of such Guarantor in its entirety), in a transaction permitted by Section 7.04(c), if in connection therewith the Borrower provides a certificate of a Responsible Officer to the Administrative Agent to the effect that the Borrower will comply with its obligations under Section 2.05 hereof in respect of such disposition or otherwiseAsset Sale) the resulting, surviving or transferee Person (if not such Guarantor) shall be a Person organized and validly existing under the laws of the jurisdiction under which such Guarantor was organized or under the laws of the United States of America, any State thereof or the District of Columbia, and such Person shall expressly assume, pursuant to supplements to the Loan Documents or other documents or instruments in form reasonably satisfactory to the Administrative Agent, executed and delivered to the Administrative Agent, the Guarantee of such Guarantor;
(ii) except in the case of a merger of such Guarantor with or into the Borrower or another Guarantor and except in the case of a merger entered into solely for the purpose of reincorporating such Guarantor in another jurisdiction, immediately after giving effect to another Restricted Subsidiarysuch transaction and the assumption contemplated by the immediately preceding clause (b)(i) (including, without limitation, giving effect to any Indebtedness incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred and be continuing; provided and
(iii) the Borrower shall have delivered to the Administrative Agent resolutions and Organization Documents reasonably requested by the Administrative Agent in connection with such transaction, along with both a certificate of a Responsible Officer of the Borrower and an opinion of counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if supplements to the transferor Loan Documents are required in connection with such a transaction, such supplements comply with the applicable provisions of the Loan Documents and that all conditions precedent in this Agreement relating to such transaction is have been satisfied. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplements to the Loan Documents, executed and delivered to the Administrative Agent and reasonably satisfactory in form to the Administrative Agent, of the Guarantee of the relevant Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor.
(c) For the avoidance of doubt, then nothing in this Section 7.04 shall either (i) the transferee must either be the Borrower or constitute a Guarantor waiver of any Change of Control that may occur as a result of any transaction otherwise permitted under this Section or (ii) to the extent constituting an Investment, permit any Investment that results from a transaction otherwise permitted under this Section (any such Investment must being required to be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and by Section 7.03, respectively;
(d) any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; and
(e) 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(f)(A)).
Appears in 2 contracts
Sources: Credit Agreement (Polypore International, Inc.), Credit Agreement (Polypore International, Inc.)
Fundamental Changes. Merge, dissolve, liquidate, amalgamate, consolidate with or into another Person, consummate a Division as the Dividing Person or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, (other than in the case of clause (e)) so long as no Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge merge, amalgamate or consolidate with (i) the Borrower Borrower; provided that (including a merger, the purpose of which is to reorganize A) the Borrower into a new jurisdiction), provided, that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or States, any state thereof or the District of Columbia, and (B) the surviving Person shall expressly assume the obligations of the Borrower pursuant to documents provide any documentation and other information about such Person as shall have been reasonably acceptable to requested in writing by any Lender through the Administrative Agent that such Lender shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including Title III of the USA PATRIOT Act, or (ii) any one or more other Restricted Subsidiaries, provided, ; provided that (x) any Restricted Subsidiary that is not a Controlled Foreign Subsidiary or FSHCO may not merge with any Restricted Subsidiary that is a Controlled Foreign Subsidiary or FSHCO if such Controlled Foreign Subsidiary or FSHCO shall be the continuing or surviving Person and (y) when any Guarantor is merging with another Restricted Subsidiary, Subsidiary that is not a Loan Party either (A) the Guarantor shall be the continuing or surviving Person or (B) such merger, amalgamation or consolidation shall be deemed to constitute either an Investment or disposition, as elected by the extent constituting an InvestmentBorrower, and such Investment must be a permitted Permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03Section 7.01, respectively or such disposition must be a disposition permitted hereunder;
(ib) i. any Restricted Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Restricted Subsidiary that is not a Loan Party and (ii) any Restricted Subsidiary may liquidate or dissolve, or the Borrower or any Restricted Subsidiary may (if the validity, perfection and priority of the Liens securing the First Lien Obligations is not adversely affected therebythereby and subject to compliance with Sections 6.12, 6.14 and 6.15, as applicable) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower Holdings and its Subsidiaries and is not disadvantageous to the Lenders in any material respect (it being understood that in the case of any dissolution of a Restricted Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Restricted Subsidiary that is a GuarantorGuarantor in the same jurisdiction or a different jurisdiction reasonably satisfactory to the Administrative Agent unless such Disposition of assets is permitted hereunder; and in the case of any change in legal form, a Restricted Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunderhereunder and, in each case, will comply with Section 6.12, 6.14 and 6.15, as applicable);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another any Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower or a Guarantor in the same jurisdiction or a different jurisdiction reasonably satisfactory to the Administrative Agent and (ii) to the extent constituting an Investment or disposition, such Investment must be a Permitted Investment or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Section 7.01, respectively, or such disposition must be a disposition permitted hereunder; provided, further, that the Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to any Loan Party;
(d) any Restricted Subsidiary may merge, amalgamate or consolidate with, or dissolve into, any other Person, or consummate a Divisions as the Dividing Person, in order to effect a Permitted Investment; provided that (i) the continuing or surviving Person shall, to the extent subject to the terms hereof, have complied with the requirements of Section 6.12 and (ii) to the extent constituting an Investment, such Investment must be a Permitted Investment and (iii) to the extent constituting a Disposition, such Disposition must be permitted Investment in or Indebtedness of a hereunder;
(e) any Restricted Subsidiary which that is an LLC may consummate a Division as the Dividing Person if, immediately upon the consummation of the Division, the assets of the applicable Dividing Person are held by one or more Restricted Subsidiaries at such time, or, with respect to assets not so held by one or more Restricted Subsidiaries, such Division, in the aggregate, would otherwise result in an Asset Sale permitted by Section 7.04; provided that if the Dividing Person is a Loan Party Guarantor, then any Division Successor other than the Dividing Person shall become a Guarantor to the extent required by and in accordance with Sections 7.02 Section 6.12 and 7.03the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Collateral Documents shall be maintained or created to the extent required by and in accordance with the provisions of Section 6.12, respectively6.14 and 6.15, as applicable;
(df) any Restricted Subsidiary may merge merge, dissolve, liquidate, amalgamate, consolidate with any other or into another Person or consummate a Division as the Dividing Person in order to effect an Investment permitted pursuant to Section 7.02; provided, that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; and
(e) a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05 7.04 (other than Dispositions permitted by Section 7.05(f)(A7.03)); and
(g) any Permitted Investment may be structured as a merger, consolidation or amalgamation or Division.
Appears in 2 contracts
Sources: Credit Agreement (Allison Transmission Holdings Inc), Credit Agreement (Allison Transmission Holdings Inc)
Fundamental Changes. Merge(a) Except as permitted in Section 7.5, dissolvethe Borrower will not, liquidateand will not permit any Subsidiary to, merge into or consolidate with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (whether in one a single transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) to or in favor all or substantially all of the stock of any Personof its Subsidiaries (in each case, except thatwhether now owned or hereafter acquired) or liquidate or dissolve; provided, so long as however, that if at the time thereof and immediately after giving effect thereto, no Default or Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge with shall have occurred and be continuing (i) the Borrower (including or any Subsidiary may merge with a merger, the purpose of which is to reorganize Person if the Borrower into a new jurisdiction), provided, that (or such Subsidiary if the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent or (ii) any one or more other Restricted Subsidiaries, provided, that when any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(iparty to such merger) any Subsidiary that is not a Loan Party may mergethe surviving Person, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate merge into another Subsidiary; provided, however, that if any party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or dissolve, CHAR1\935816v6 otherwise dispose of all or substantially all of its assets to the Borrower or to a Subsidiary Loan Party and (iv) any Subsidiary may (if liquidate or dissolve into a Subsidiary Loan Party or into the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form Borrower if the Borrower determines in good faith that such action liquidation or dissolution is in the best interest interests of the Borrower and is not materially disadvantageous to the Lenders; provided, however, that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.3.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof and is not disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(d) any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; and
(e) 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(f)(A))businesses reasonably related thereto.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Ruby Tuesday Inc), Revolving Credit Agreement (Ruby Tuesday Inc)
Fundamental Changes. MergeThe Borrower will not, dissolveand will not permit any of its Material Subsidiaries (other than any Excluded Subsidiary) to (a) enter into any transaction of merger or (b) consolidate, liquidate, consolidate with wind up or into another Persondissolve itself (or suffer any liquidation or dissolution); provided, 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 that as long as no Default or Event of Default exists and is continuing or would result therefrom:
(a) any Restricted Subsidiary may merge with be caused thereby: (i) the Borrower a Person (including a merger, Subsidiary of the purpose of which is to reorganize Borrower) may be merged or consolidated with or into the Borrower into a new jurisdiction), provided, that so long as (A) the Borrower shall be the continuing or surviving Person entity and (B) the Borrower remains liable for its obligations under this Agreement and all the rights and remedies hereunder remain in full force and effect, (ii) in addition to clause (i) above, a Material Subsidiary may (A) merge or the surviving Person shall be a Person organized and existing under the laws of the United States consolidate with or any state thereof and shall expressly assume the obligations into another Subsidiary of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent or (ii) any one or more other Restricted Subsidiaries, provided, that when any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate merge or consolidate with or into any other Person (other than the Borrower, which shall be governed by clause (i) of this Section) so long as either (x) such Material Subsidiary that is not shall be the surviving entity of such merger or consolidation or (y) upon such merger or consolidation, such other Person would become a Loan Party Material Subsidiary of the Borrower after giving effect to such merger or consolidation (it being understood that, notwithstanding anything to the contrary contained herein, for purposes of this clause (y) only, a Material Subsidiary shall mean, as at any time of determination, a Subsidiary whose total assets, as determined in accordance with GAAP, represent at least 10% of the total assets of the Borrower and its Subsidiaries, on a consolidated basis, as determined in accordance with GAAP, at such time), (iiiii) any Subsidiary may liquidate or dissolvedissolve in connection with any transaction not otherwise prohibited by Section 7.2, or and (iv) the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that otherwise take such action is in the best interest of the Borrower and its Subsidiaries and is not disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(d) any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to by Section 7.02; provided, that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; and
(e) 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(f)(A)7.2(b).
Appears in 2 contracts
Sources: Term Loan Agreement (Enable Midstream Partners, LP), Term Loan Agreement (Enable Midstream Partners, LP)
Fundamental Changes. Merge, dissolve, liquidate, (a) Merge into or consolidate with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (whether in one a single transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) to or in favor all or substantially all of the stock of any Personof its Subsidiaries (in each case, except thatwhether now owned or hereafter acquired) or liquidate or dissolve; provided, so long as that if at the time thereof and immediately after giving effect thereto, no Default or Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge with shall have occurred and be continuing (i) the Borrower (including or any Subsidiary may merge with a merger, the purpose of which is to reorganize Person if the Borrower into a new jurisdiction), provided, that (or such Subsidiary if the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent or (ii) any one or more other Restricted Subsidiaries, provided, that when any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(iparty to such merger) any Subsidiary that is not a Loan Party may mergethe surviving Person, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolvemerge into another Subsidiary; provided, or that if any party to such merger is a Guarantor, the Borrower or Guarantor shall be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose of all or substantially all of its assets to any Loan Party and (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected therebyiv) change its legal form any Subsidiary (other than a Guarantor) may liquidate or dissolve if the Borrower determines in good faith that such action liquidation or dissolution is in the best interest interests of the Borrower and is not materially disadvantageous to the Lenders; provided, that any such merger involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 7.4.
(b) Engage in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof and is not disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(d) any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; and
(e) 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(f)(A))businesses reasonably related thereto.
Appears in 2 contracts
Sources: Credit Agreement (Health Management Associates Inc), Credit Agreement (Health Management Associates Inc)
Fundamental Changes. MergeNeither the Borrowers nor Subsidiary Guarantors shall merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary Guarantor may merge merge, amalgamate or consolidate with (i) the any Borrower (including a merger, the purpose of which is to reorganize the such Borrower into a new jurisdiction), provided, ; provided that the such Borrower shall be the continuing or surviving Person or the surviving Person shall and such merger does not result in such Borrower ceasing to be a Person corporation, limited liability company or limited partnership organized and existing under the laws Laws of the United States or States, any state thereof and shall expressly assume or the obligations District of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent Columbia or (ii) any one or more other Restricted Subsidiaries, provided, ; provided that when any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03Person;
(ib) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve, or the Borrower or any Subsidiary Guarantor may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form (x) if the Borrower Representative determines in good faith that such action is in the best interest of the Borrower Borrowers and its Subsidiaries the Subsidiary Guarantors and is if not materially disadvantageous to the Lenders and (y) any assets not otherwise disposed of or transferred in accordance with Sections 7.02 (other than Section 7.02(e)) or Section 7.05 shall be transferred to another Loan Party after giving effect to such liquidation or dissolution (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a such Borrower or Subsidiary that is a Guarantor will remain a Borrower or Subsidiary Guarantor unless unless, in the case of a Subsidiary Guarantor, such Subsidiary Guarantor is otherwise permitted to cease being a Subsidiary Guarantor hereunder);
(c) any Restricted Subsidiary Guarantor may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the a Borrower or to another Restricted SubsidiarySubsidiary Guarantor; provided that, after giving effect to any such Disposition, any asset constituting Collateral immediately prior to such Disposition remains Collateral immediately after giving effect to such Disposition; and
(d) so long as no Event of Default exists or would immediately result therefrom, any Borrower may merge or consolidate with any other Person; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either such Borrower shall be the Borrower continuing or a Guarantor surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not such Borrower (any such Person, the “Successor Company”), (A) the Successor Company shall be an entity organized or existing under the Laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of such Borrower under this Agreement and the other Loan Documents to which such Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the extent constituting Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its Guaranty shall apply to the Successor Company’s obligations under the Loan Documents, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement and other applicable Collateral Documents confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, (E) the Borrower Representative shall have delivered to the Administrative Agent an InvestmentOfficers’ Certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document preserves the enforceability of this Agreement, the Guaranty and the Collateral Documents and the perfection of the Liens under the Collateral Documents and (F) the Borrower Representative shall have delivered to the Administrative Agent all documentation and other information as it may reasonably request required by the Administrative Agent’s regulatory authorities with respect to such Person under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act and the Beneficial Ownership Regulation; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectivelyBorrower under this Agreement;
(de) so long as no Event of Default exists or would immediately result therefrom, any Restricted Subsidiary Guarantor may merge or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, provided that (i) the continuing or surviving Person shall be a Restricted SubsidiarySubsidiary Guarantor or a Borrower, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) 6.11 to the extent constituting an Investmentrequired pursuant to the Collateral and Guarantee Requirement; provided further that, if a Borrower is a party to such Investment must merger, the continuing or surviving Person shall be a permitted Investment in accordance with Section 7.02such Borrower; and
(ef) the Borrowers and the Subsidiary Guarantors may consummate 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(f)(A))7.05.
Appears in 2 contracts
Sources: Credit Agreement (GIC Private LTD), Credit Agreement (Blackstone Holdings III L.P.)
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, except that, so long as no Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent Agent, or (ii) any one or more other Restricted Subsidiaries, provided, that when any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(ib) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided provided, that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(dc) any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; and
(ed) 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(f)(A))7.05.
Appears in 2 contracts
Sources: Credit Agreement (Michael Foods Inc/New), Credit Agreement (Michael Foods Inc/New)
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 PersonPerson (other than as part of the Transactions), except that, so long as no Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge merge, amalgamate or consolidate with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, ; provided that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent or (ii) any one or more other Restricted Subsidiaries, provided, ; provided that when any Guarantor Person that is a Loan Party is merging with another a Restricted Subsidiary, (A) the Guarantor a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03Person;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and Party, (ii) any Subsidiary may liquidate or dissolve, or the Borrower or dissolve and (iii) any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if if, with respect to clauses (ii) and (iii), the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not materially disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be a Guarantor (other than Holdings) or the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 (other than Section 7.02(e)) and 7.03, respectively;; and
(d) so long as no Default has occurred and is continuing or would result therefrom, the Borrower may merge or consolidate with any other Person; provided that (i) the Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Borrower (any such Person, the “Successor Company”), (A) the Successor Company shall be an entity organized or existing under the Laws of the United States, any state thereof or the District of Columbia, (B) the Successor Company shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a joinder hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its Guarantee shall apply to the Successor Company’s obligations under the Loan Documents, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to this Agreement confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, (E) [Reserved], and (F) the Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such joinder to this Agreement; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the Borrower under this Agreement;
(e) so long as no Default has occurred and is continuing or would result therefrom (in the case of a merger involving a Loan Party), any Restricted Subsidiary may merge or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, provided that (i) the continuing or surviving Person shall be a Restricted SubsidiarySubsidiary of the Borrower, which together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) 6.11 to the extent constituting an Investmentrequired pursuant to the Guarantee Requirement;
(f) Holdings, such Investment must be a permitted Investment in accordance with Section 7.02the Borrower and the Restricted Subsidiaries may consummate the Acquisition, related transactions contemplated by the Acquisition Agreement (and documents related thereto) and the Transactions; and
(eg) so long as no Default has occurred and is continuing 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 (other than Section 7.05(f)(A))7.05.
Appears in 2 contracts
Sources: Credit Agreement (Prestige Brands Holdings, Inc.), Form 8 K
Fundamental Changes. Merge, dissolve, liquidate, (a) The Borrower will not merge into or consolidate with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with it, consummate a Division as the Dividing Person or sell, transfer, lease or otherwise dispose of (whether directly or indirectly through a Subsidiary) (in one transaction or in a series of transactions) all or substantially all of the assets of the Borrower and its assets (whether now owned Subsidiaries on a consolidated basis to any Person other than the Borrower or hereafter acquired) to a Subsidiary, or in favor of any Personliquidate or dissolve, except that, so long as if at the time thereof and immediately after giving effect thereto no Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge with shall have occurred and be continuing, (i) any Person may merge into the Borrower in a transaction in which (including a merger, the purpose of which is to reorganize x) the Borrower into a new jurisdiction), provided, that is the Borrower shall be the continuing surviving corporation or surviving Person or (y) the surviving Person shall be (1) is a Person corporation organized and validly existing under the laws of the United States of America or any state State thereof or the District of Columbia, (2) has long-term senior unsecured, unguaranteed debt securities rated no lower than Baa2 by Moody’s and shall BBB by S&P, (3) expressly assume the obligations assumes all of the Borrower pursuant to documents Borrower’s obligations under this Agreement and (4) provides such information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, as is reasonably acceptable to requested in writing by the Administrative Agent and such other approvals, opinions or documents consistent with the requirements in Section 4.01 as the Administrative Agent (in consultation with the Lenders) may reasonably request and (ii) the Borrower may consummate a Division if (v) the Division Successor which holds the rights and liabilities under this Agreement (“Division Successor Borrower”) is a corporation organized and validly existing under the laws of the United States of America or any State thereof or the District of Columbia, (w) the Division Successor Borrower has long-term senior unsecured, unguaranteed debt securities rated no lower than Baa2 by Moody’s and BBB by S&P, (x) the Division will not result in a sale, transfer, lease or other disposition of all or substantially all of the assets held the Borrower and its Subsidiaries on a consolidated basis immediately prior to giving effect to such Division, (y) the Division Successor Borrower expressly assumes all of the Borrower’s obligations under this Agreement and (z) the Division Successor Borrower provides such information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, as is reasonably requested in writing by the Administrative Agent and such other approvals, opinions or documents consistent with the requirements in Section 4.01 as the Administrative Agent (in consultation with the Lenders) may reasonably request.
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related, incidental or ancillary thereto or that is a reasonable extension thereof; it being understood that this Section 6.02(b) shall not prohibit (i) the Transactions or (ii) any one or more other Restricted Subsidiaries, provided, that when any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority of its Subsidiaries from conducting any business or business activities incidental or related to such business as carried on as of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is Effective Date (in the best interest case of the Borrower and its Subsidiaries other than J▇▇▇▇▇ and is not disadvantageous to its Subsidiaries) or as of the Lenders Closing Date (it being understood that in the case of J▇▇▇▇▇ and its Subsidiaries) or any dissolution of a Subsidiary business or activity that is a Guarantor, such Subsidiary shall at reasonably similar or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower complementary thereto or a Guarantor reasonable extension, development or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in expansion thereof or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(d) any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; and
(e) 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(f)(A))ancillary thereto.
Appears in 2 contracts
Sources: Bridge Credit Agreement (Keurig Dr Pepper Inc.), Term Loan Agreement (Keurig Dr Pepper 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, except that, so long as no Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge merge, amalgamate or consolidate with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, Borrower; provided that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent Person, or (ii) any one or more other Restricted Subsidiaries, provided, ; provided that (x) when any Guarantor is merging merging, amalgamating or consolidating with another Restricted Subsidiary, (A) the Guarantor shall be the continuing or surviving Person shall be the Guarantor or shall become a Guarantor concurrently with such transaction and (By) to when any wholly-owned Subsidiary is merging with another Subsidiary, the extent constituting an Investment, continuing or surviving Person shall be the wholly-owned Subsidiary or shall become a wholly-owned Subsidiary concurrently with such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03transaction;
(ib) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is (i) a Guarantor, then the transferee must be only any of the Borrower, a Guarantor or another Subsidiary that becomes a Guarantor concurrently with such transaction and (iii) a wholly-owned Subsidiary, then the transferee must either be the Borrower or a Guarantor or wholly-owned Subsidiary;
(iic) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted any Subsidiary which that is not a Loan Party may liquidate or dissolve or change its legal form if the Borrower determines in accordance with Sections 7.02 good faith that such action is in the interest of the Borrower and 7.03, respectivelyits Subsidiaries;
(d) any Restricted consolidation of the Borrower with or merger of the Borrower into any other Person or Persons (whether or not affiliated with the Borrower), or successive consolidations or mergers to which the Borrower or its successor or successors shall be a party or parties; provided, however, that, the Borrower hereby consents and agrees that, upon any such consolidation or merger, the due and punctual payment of the principal of and interest on all of the Loans and the due and punctual performance and observance of all of the covenants, conditions and other obligations of this Agreement and the Notes to be performed and observed by the Borrower, shall be expressly assumed in an agreement satisfactory in form and substance to the Administrative Agent and the Lenders, executed and delivered to the Administrative Agent by the Person formed by such consolidation or merger; provided, further, that the Person formed by such consolidation or merger shall be a Person organized and existing under the laws of the United States, any state thereof or the District of Columbia, and provided, further, that immediately before and after giving effect to any such transaction (and treating any Consolidated Funded Indebtedness or Sale and Leaseback Transaction which becomes an obligation of the resulting or surviving Person as a result of such transaction as having been incurred or entered into by such Person at the time of such transaction), no Default shall exist. Unless the conditions prescribed above in this Section 7.04(d) are satisfied, no such consolidation or merger shall be permitted;
(e) the Borrower or any Subsidiary may merge with any other Person in order to effect an Investment expressly permitted pursuant to Section 7.02; providedSections 7.02(e), that (if) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or and (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02g); and
(ef) with respect to any Subsidiary, (i) a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition expressly permitted pursuant to Section 7.05 7.05(c)(i), and (other than ii) Dispositions made in accordance with the terms of Section 7.05(f)(A7.05(c)(ii), or any of Sections 7.05(e), (f) or (g).
Appears in 2 contracts
Sources: Credit Agreement (United States Cellular Corp), Credit Agreement (United States Cellular Corp)
Fundamental Changes. Merge, dissolve, liquidate, (a) The Borrower may not consolidate or merge with or into another Personor wind up into, and may not sell, assign, transfer, lease, convey or Dispose otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of the properties or assets of the Borrower and its assets (whether now owned Restricted Subsidiaries, taken as a whole, in one or hereafter acquired) more related transactions, to or in favor of any Person, except that, so long as no Event of Default exists or would result therefromPerson unless:
(a) any Restricted Subsidiary may merge with (i) the Borrower (including a merger, is the purpose of which is to reorganize surviving corporation or the Borrower into a new jurisdiction), provided, that the Borrower shall be the continuing Person formed by or surviving Person any such consolidation or merger (if other than the Borrower) or the surviving Person shall be a Person to whom such sale, assignment, transfer, lease, conveyance or other disposition will have been made is organized and or existing under the laws of the United States or States, any state thereof and shall thereof, the District of Columbia, (such Person, the “Successor Company”);
(ii) the Successor Company, if other than the Borrower, expressly assume assumes all the obligations Obligations of the Borrower pursuant to documents documentation reasonably acceptable satisfactory to the Administrative Agent;
(iii) immediately after such transaction, no Default exists;
(iv) immediately after giving pro forma effect to such transaction and any related financing transactions on a Pro Forma Basis, as if such transactions had occurred at the beginning of the applicable four-quarter period, the Consolidated Secured Debt Ratio will not be greater than the Financial Covenant Level;
(v) each Guarantor, unless it is the other party to the transactions described above, in which case clause (i) of Section 6.04(c) shall apply, shall have confirmed that its Obligations under the Loan Documents to which it is a party pursuant to documentation reasonably satisfactory to the Administrative Agent; and
(vi) the Borrower shall have delivered to the Administrative Agent an Officer’s Certificate stating that such consolidation, merger or (ii) any one or more other Restricted Subsidiaries, provided, that when any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor shall be the continuing or surviving Person or (B) transfer and such documentation relating to the extent constituting an InvestmentLoan Documents, if any, comply with this Agreement; provided that the Borrower shall (x) promptly notify the Administrative Agent of any such Investment must transaction and cause the Successor Company, if other than the Borrower, to expressly assume all the Obligations of the Borrower pursuant to documentation reasonably satisfactory to the Administrative Agent and (y) take all other required actions either prior to or upon the later to occur of 30 days following such transaction and the date of the required delivery of the next Pricing Certificate (or such longer period as to which the Administrative Agent may consent) in order to preserve and protect the Liens on the Collateral securing the Secured Obligations. The Successor Company will succeed to, and be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a substituted for the Borrower under the Loan Party in accordance with Sections 7.02 Documents. Notwithstanding the foregoing, the Borrower may consummate the Transactions (including the Acquisition).
(b) Notwithstanding the foregoing paragraphs (a)(iii) and 7.03;(a)(iv),
(i) any the Borrower or a Restricted Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or merge into any other or transfer all or part of its properties and assets to the Borrower or a Subsidiary that is not a Loan Party and Guarantor;
(ii) any Subsidiary may liquidate or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority merge with an Affiliate of the Liens securing Borrower solely for the First Lien Obligations is not adversely affected thereby) change its legal form if purpose of reorganizing the Borrower determines in good faith that such action is in a State of the best interest United States so long as the amount of Indebtedness of the Borrower and its Restricted Subsidiaries and is not disadvantageous to increased thereby; and
(iii) Acquisition Corp. may merge with and into the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);Company.
(c) No Subsidiary Guarantor will, and the Borrower will not permit any Restricted Subsidiary may Dispose Guarantor to, consolidate or merge with or into or wind up into (whether or not the Borrower or Subsidiary Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets (upon voluntary liquidation properties or otherwise) assets, in one or more related transactions, to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then any Person unless:
(i) (A) such Subsidiary Guarantor is the transferee must either be surviving corporation or the Borrower Person formed by or a surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(d) any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; and
(e) a merger, dissolution, liquidation, consolidation or DispositionPerson, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05 (other than Section 7.05(f)(A“Successor Person”)).;
Appears in 2 contracts
Sources: First Lien Credit Agreement (Blackboard Inc), Second Lien Credit Agreement (Blackboard Inc)
Fundamental Changes. Merge(a) Each of the Parent and the Borrower will not, dissolveand will not permit any Restricted Subsidiary to, liquidate, merge into or consolidate with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets assets, or all or substantially all of the stock of any of the Restricted Subsidiaries (in each case, whether now owned or hereafter acquired) ), except as permitted pursuant to Section 6.13, or in favor of any Personliquidate or dissolve, except that, so long as if at the time thereof and immediately after giving effect thereto no Event Default shall have occurred and be continuing, (i) any Person may merge into the Parent or the Borrower in a transaction in which the Parent or the Borrower, respectively, is the surviving Person, (ii) any Person may merge into any Guarantor in a transaction in which the surviving entity is wholly-owned, directly or indirectly, by the Borrower and such surviving entity is such Guarantor or expressly assumes in writing (in form and substance satisfactory to the Administrative Agent) all obligations of Default exists such Guarantor under the Loan Documents, (iii) any Person may merge into any Restricted Subsidiary that is not a Guarantor in a transaction in which the surviving entity is wholly-owned, directly or would result therefrom:
indirectly, by the Borrower and, if such surviving entity constitutes a Material Domestic Subsidiary, the Parent, the Borrower and such surviving entity comply with the requirements of Section 5.13, (aiv) any Restricted Subsidiary may merge with (i) sell, transfer, lease or otherwise dispose of its assets to the Parent, the Borrower or another Restricted Subsidiary and (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent or (iiv) any one or more other Restricted Subsidiaries, provided, that when any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve, or the Borrower or any Subsidiary may (dissolve if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if Parent or the Borrower determines in good faith that such action liquidation or dissolution is in the best interest interests of the Parent and the Borrower and its Subsidiaries and is not materially disadvantageous to the Lenders (it being understood Lenders; provided that in the case of any dissolution of such merger involving a Subsidiary Person that is not a Guarantor, wholly-owned Subsidiary immediately prior to such Subsidiary merger shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor not be permitted unless such Guarantor is otherwise also permitted to cease being a Guarantor hereunder);by Section 6.04.
(cb) The Parent and the Borrower will not, and will not permit any Restricted Subsidiary may Dispose to, engage to any material extent in any business other than businesses of all the type conducted by the Parent, the Borrower and the Restricted Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto. From and after the date hereof, the Parent and the Borrower will not, and will not permit any Restricted Subsidiary to, acquire or substantially all of its assets make any other expenditures (upon voluntary liquidation whether such expenditure is capital, operating or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness related to any Oil and Gas Properties not located within the geographical boundaries of a Restricted the United States or form or acquire any Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(d) organized under any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, that (i) jurisdiction outside of the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; and
(e) 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(f)(A))United States.
Appears in 2 contracts
Sources: Credit Agreement (Penn Virginia Corp), Credit Agreement (Penn Virginia Corp)
Fundamental Changes. Merge(a) Such Borrower will not, dissolveand will not permit any of its Restricted Subsidiaries to, liquidate, merge into or consolidate with any other Person, or permit any other Person to merge into another Personor consolidate with it, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets assets, or all or substantially all of the stock of any of its Restricted Subsidiaries (in each case, whether now owned or hereafter acquired) to ), or in favor of any Personliquidate or dissolve, except that, so long as if at the time thereof and immediately after giving effect thereto no Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge with shall have occurred and be continuing (i) the any Person may merge into such Borrower (including in a merger, the purpose of transaction in which such Borrower is to reorganize the Borrower into a new jurisdiction), provided, that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent or corporation, (ii) any one or more Person (other Restricted Subsidiaries, provided, that when any Guarantor is merging with another Restricted Subsidiary, (Athan such Borrower) the Guarantor shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate merge or consolidate with or into any other of its Restricted Subsidiaries in a transaction in which the surviving entity is its Restricted Subsidiary that or which is not permitted as a Loan Party Disposition under Section 6.04; (iii) any Restricted Subsidiary may Dispose of its assets, and such Borrower or any of its Restricted Subsidiaries may Dispose of any stock of any of its Restricted Subsidiaries, in each case to such Borrower or to another Restricted Subsidiary of such Borrower or in a transaction which is permitted as a Disposition under Section 6.04 and (iiiv) any Subsidiary of its Restricted Subsidiaries may liquidate or dissolve, or the Borrower or any Subsidiary may (dissolve if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the such Borrower determines in good faith that such action liquidation or dissolution is in the best interest interests of such Borrower and is not materially disadvantageous to the Lenders; provided that any such merger which is in the nature of a sale of a Person that is not a wholly owned Restricted Subsidiary of such Borrower immediately prior to such merger shall not be permitted unless also permitted by Section 6.04.
(b) Such Borrower will not, and will not permit any of its Restricted Subsidiaries to, change its line of business from the lines of business conducted by such Borrower and its Restricted Subsidiaries and is not disadvantageous to on the Lenders (it being understood that in the case date of any dissolution execution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(d) any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; and
(e) a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05 this Agreement (other than Section 7.05(f)(A)businesses incidental or related thereto).
Appears in 2 contracts
Sources: Credit Agreement (QVC Inc), Credit Agreement (Liberty Interactive Corp)
Fundamental Changes. Merge(a) Neither STX nor the Borrower will, dissolveand will not permit any of their respective Subsidiaries to, liquidate, merge into or consolidate with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with STX or the Borrower or any of their respective Subsidiaries, or liquidate or dissolve, nor will STX or the Borrower sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all the assets of its assets the Borrower and the Subsidiaries, taken as a whole (whether now owned directly or hereafter acquired) to through the sale, transfer, lease or in favor other disposition of any Personthe assets of one or more Subsidiaries), except that, so long as if at the time thereof and immediately after giving effect thereto no Event of Default exists or would result therefrom:
shall have occurred and be continuing, (ai) any Restricted Subsidiary Person may merge with (i) STX or the Borrower (including in a merger, the purpose of transaction in which is to reorganize the Borrower into a new jurisdiction), provided, that the Borrower shall be the continuing or surviving Person or the surviving Person shall be entity is a Person organized and or existing under the laws of the United States of America, any State thereof, the District of Columbia or any state thereof and shall Ireland or the Cayman Islands and, if such surviving entity is not STX or the Borrower, as the case may be, such Person expressly assume assumes, in writing, all the obligations of STX or the Borrower pursuant to documents Borrower, as the case may be, under the Loan Documents and provides the Lenders with requisite “know-your-customer” information as reasonably acceptable to the Administrative Agent or (ii) any one or more other Restricted Subsidiariesrequested by a Lender, provided, that when any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Person may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary and (if any party to such merger is a Subsidiary Loan Party) is a Subsidiary Loan Party and any Subsidiary may liquidate or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form dissolve if the Borrower determines in good faith that such action liquidation or dissolution is in the best interest interests of the Borrower and its Subsidiaries and is not materially disadvantageous to the Lenders Lenders, provided that any such merger involving a Person that is not a wholly-owned Subsidiary of the Borrower immediately prior to such merger shall not be permitted unless also permitted by Sections 6.04 and 6.
(it being understood that b) Each of STX and the Borrower will not, and will not permit any of its subsidiaries to, engage to any material extent in any business other than (i) businesses of the type conducted by STX, the Borrower and the Subsidiaries on the date of execution of this Agreement and businesses reasonably related, ancillary or complementary thereto and (ii) in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(d) any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its SPE Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; and
(e) 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(f)(A))Permitted Receivables Financings.
Appears in 2 contracts
Sources: Second Amendment and Joinder Agreement (Seagate Technology PLC), Credit Agreement (Seagate Technology PLC)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of related 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 Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge merge, amalgamate or consolidate with or into (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, ; provided that the Borrower shall be the continuing or surviving Person or Person, and such merger does not result in the surviving Person shall Borrower ceasing to be a Person corporation or limited liability company organized and existing under the laws Laws of the United States or States, any state thereof and shall expressly assume or the obligations District of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent Columbia or (ii) any one or more other Restricted Subsidiaries, provided, ; provided that when any Guarantor Person that is a Loan Party is merging with another a Restricted Subsidiary, (A) the Guarantor a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03Person;
(i) any Restricted Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Restricted Subsidiary that is not a Loan Party and Party, (ii) any Restricted Subsidiary may liquidate or dissolvedissolve so long as, to the extent such Restricted Subsidiary is a Loan Party, any assets or business not disposed of or transferred in accordance with Section 7.05 or, in the Borrower case of any such business, discontinued, shall be transferred to another Loan Party after giving effect to such liquidation or dissolution, and (iii) any Restricted Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if if, with respect to clauses (ii) and (iii), the Borrower determines in good faith that such action is in the best interest of the Borrower and its the Restricted Subsidiaries and is if not materially disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(d) any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 Borrower or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section Sections 7.02; and;
(d) [reserved];
(e) so long as no Default or Event of Default exists or would result therefrom (in the case of a merger involving a Loan Party), the Borrower or any Restricted Subsidiary may merge or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that (i) if the Borrower is a party to the merger, the Borrower shall be the continuing or surviving Person; (ii) if a Loan Party (other than the Borrower) is a party to the merger, the continuing or surviving Person shall be or become a Loan Party; and (iii) if not the Borrower, the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 6.11;
(f) so long as no Default or Event of 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 provided that, if the Borrower is a party to the merger, the Borrower shall be the continuing or surviving Person; and
(other than Section 7.05(f)(A))g) the Loan Parties and their Subsidiaries may consummate any Permitted Change of Control Event (including consummation of the transactions contemplated by the Permitted SPAC Transaction Documents) and/or any Permitted Holdco Reorganization.
Appears in 2 contracts
Sources: Credit Agreement (Nebula Parent Corp.), Credit Agreement (Nebula Parent Corp.)
Fundamental Changes. MergeExcept as contemplated by the Transactions on or prior to the Closing Date, no Credit Party shall merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, ; except that, that so long as no Default or Event of Default exists or would result therefrom:
, (a) any Restricted Subsidiary Borrower may merge or consolidate with any other Borrower, (ib) the Borrower any Consolidated Party (including a merger, the purpose of any Unrestricted Subsidiary) which is to reorganize the Borrower not a Credit Party may be merged or consolidated with or into a new jurisdiction), provided, any Credit Party provided that the Borrower either such Credit Party shall be the continuing or surviving Person corporation or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent or (ii) any one or more other Restricted Subsidiaries, provided, that when any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor shall be the continuing or surviving Person or corporation shall become a Credit Party as herein provided, (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(ic) any Subsidiary that is not a Loan Party Guarantor may merge, amalgamate be merged or consolidate consolidated with or into any other Subsidiary that is not a Loan Party Guarantor and (iid) any Subsidiary Guarantor may dissolve, liquidate or dissolvewind 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. Notwithstanding the Borrower foregoing or anything else in this Agreement to the contrary, no provision of this Agreement shall prohibit the REIT Guarantor, the LP Guarantor or any Subsidiary may (if the perfection and priority other direct or indirect owner of the Liens securing the First Lien Obligations is not adversely affected therebyParent Borrower (other than a Borrower) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then from (i) consummating a public offering of the transferee must either be Capital Stock of such entity, including through the Borrower or a Guarantor issuance of additional Capital Stock of such entity, or (ii) to the extent constituting otherwise becoming a publicly traded entity, and no such actions shall constitute a Default or an Investment, such Investment must be a permitted Investment in or Indebtedness Event of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(d) any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02Default hereunder; provided, that (ix) such public offering would not result in a Change of Control and (y) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied Borrowers are otherwise in compliance with the requirements applicable terms of Section 6.12 this Agreement. Further, notwithstanding the foregoing or (ii) anything else in this Agreement to the extent constituting an Investmentcontrary, such Investment must be a permitted Investment in accordance with Section 7.02; and
(e) a no Borrower may consummate any merger, dissolution, liquidation, consolidation or Disposition, other corporate reorganization which would have the purpose effect of which is to effect making such Borrower a Disposition permitted pursuant to Section 7.05 (other than Section 7.05(f)(A))Person organized outside the United States.
Appears in 2 contracts
Sources: Credit Agreement (Aviv Reit, Inc.), Credit Agreement (Aviv Reit, Inc.)
Fundamental Changes. MergeThe Borrower shall not, and shall cause each Restricted Subsidiary not to, directly or indirectly, merge, dissolve, liquidate, consolidate with or into another Person, or purchase or otherwise acquire all or substantially all of the stock or assets of any Person (or of any division thereof), 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 PersonPerson (including pursuant to a Disposition), except that, so long as no Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge with (i) the Borrower (including a mergerBorrower, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, provided that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent Person, or (ii) any one or more other Restricted Subsidiaries, provided, provided that when any Guarantor is merging with another Restricted SubsidiarySubsidiary that is not a Guarantor, (A) the Guarantor shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be surviving Person shall execute and deliver a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03Guaranty;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(cb) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower or a Guarantor Guarantor;
(c) the Borrower or (ii) any Restricted Subsidiary may make a Disposition to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;by Section 8.05; and
(d) the Borrower or any Restricted Subsidiary may merge with purchase or otherwise acquire all or substantially all of the stock or assets of any other Person in order (or of any division, business unit or product line thereof) so long as, both before and after giving pro forma effect to effect an Investment permitted pursuant to Section 7.02; providedany such purchase or acquisition, that (iA) no Event of Default shall then exist or would result therefrom, (B) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied Borrower is in compliance with the requirements Financial Covenant, calculated on a Pro Forma Basis, as of the last day of the then most recently ended Calculation Period, (C) the Person or assets so acquired are in a business permitted by Section 6.12 8.07, and (D) the aggregate price of all such purchases and acquisitions of Non-Loan Parties, or of assets or stock by Non-Loan Parties, does not exceed the greater of (iix) to $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of the extent constituting an Investment, Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Investment must be a permitted Investment in accordance with Section 7.02; and
(e) a merger, dissolution, liquidation, consolidation purchase or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05 (other than Section 7.05(f)(A))acquisition.
Appears in 2 contracts
Sources: Credit Agreement (Everi Holdings Inc.), Credit Agreement (Everi Holdings Inc.)
Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of related 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 Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge with (i) the Borrower (including a mergerBorrower, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, provided that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent Person, or (ii) any one or more other Restricted Subsidiaries, provided, provided that (A) when any Guarantor Wholly Owned Subsidiary is merging with another Restricted Subsidiary, the Wholly Owned Subsidiary shall be the continuing or surviving Person and shall have, to the extent required thereby, complied with the requirements of Section 6.12 and (AB) when any Guarantor is merging with a Restricted Subsidiary, the Guarantor shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03Person;
(i) any Restricted Subsidiary that is not a Loan Party may merge, amalgamate merge or consolidate with or into any other Restricted Subsidiary that is not a Loan Party and (ii) any Restricted Subsidiary may liquidate or dissolve, dissolve or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest interests of the Borrower and its Restricted Subsidiaries and is not materially disadvantageous to the Lenders (it being understood that in and shall have, to the case extent required thereby, complied with the requirements of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder)Section 6.12;
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a GuarantorWholly Owned Subsidiary, then (i) the transferee must either be the Borrower or a Wholly Owned Subsidiary; provided, further that if the transferor in any such a transaction is a Guarantor, then the transferee must either be the Borrower or Guarantor or (ii) and shall have, to the extent constituting an Investmentrequired thereby, such Investment must be a permitted Investment in or Indebtedness complied with the requirements of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectivelySection 6.12;
(d) any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.027.02 (other than Section 7.02(c));
(e) each of the Borrower and any of its Restricted 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 continuing or case of any such merger to which the Borrower is a party, the Borrower (A) is the surviving Person entity and (B) shall be a Restricted Subsidiaryhave, which together with each of its Subsidiariesto the extent required thereby, shall have complied with the requirements of Section 6.12 or 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 entity and shall have, to the extent constituting an Investmentrequired thereby, such Investment must be a permitted Investment in accordance complied with the requirements of Section 7.026.12; and
(ef) a merger, dissolution, liquidation, consolidation or Disposition, the purpose and effect of which is to effect consummate a Disposition permitted pursuant to Section 7.05 (other than Section 7.05(f)(A))7.06, may occur.
Appears in 2 contracts
Sources: Credit Agreement (Targa Resources Corp.), Credit Agreement (Targa Resources Corp.)
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 the assets of Obligors and their Restricted Subsidiaries, taken as a whole (whether now owned or hereafter acquired); provided that, notwithstanding the foregoing provisions of this Section 9.2.4 but subject to the terms of Sections 9.1.12 and 9.1.13,
(a) any Borrower may merge or consolidate with any of its Subsidiaries provided that a Borrower shall be the continuing or surviving entity or, if not the surviving entity, the survivor shall assume the obligations of such Borrower and become a party to the Credit Documents as a "Borrower" in a manner reasonably acceptable to Agent, including, without limitation, by the execution of such documents of joinder and such Collateral Documents as Agent may reasonably request and by demonstrating that Agent will have first priority perfected Liens on such Person's Collateral (subject to Permitted Liens) and its compliance in all material respects with Applicable Laws, including the Patriot Act,
(b) any Consolidated Party that is an Obligor may merge or consolidate with any other Obligor, provided that if the merger or consolidation involves a Borrower, such Borrower shall be the continuing or surviving entity or, if not the surviving entity, the survivor shall assume the obligations of such Borrower and become a party to the Credit Documents as a "Borrower" in favor a manner reasonably acceptable to Agent, including, without limitation, by the execution of such documents of joinder and such Collateral Documents as Agent may reasonably request and by demonstrating that Agent will have first priority perfected Liens on such Person's Collateral and its compliance in all material respects with Applicable Laws, including the Patriot Act,
(c) any Consolidated Party that is not an Obligor may be merged or consolidated with or into any Obligor provided that an Obligor shall be the continuing or surviving corporation,
(d) any Consolidated Party that is not an Obligor may be merged or consolidated with or into any other Consolidated Party that is not an Obligor,
(e) any Restricted Subsidiary may merge with any Person that is not an Obligor in connection with a Disposition permitted under Section 9.2.5,
(f) an Obligor may merge with any Person in connection with a Permitted Acquisition or any other transaction, provided that such Obligor shall be the continuing or surviving entity or, if not the surviving entity, the survivor shall assume the obligations of such Obligor and become a party to the Credit Documents as an "Obligor" in a manner reasonably acceptable to Agent, including, without limitation, by the execution of such documents of joinder and such Collateral Documents as Agent may reasonably request and by demonstrating that Agent will have first priority perfected Liens on such Person's Collateral and its compliance in all material respects with Applicable Laws, including the Patriot Act, and a Guarantor may merge with a Borrower, provided that such Borrower shall be the continuing or surviving entity, and
(g) any Wholly Owned Subsidiary of an Obligor (other than an Obligor) 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. Furthermore, for so long as any Commitments or Obligations (and continuing until Full Payment of all Obligations) are outstanding, each Obligor shall not, and shall cause each of its Restricted Subsidiaries not to, (i) permit any Obligor to merge or consolidate into, or reorganize as or otherwise become, an entity that is organized under the laws of a jurisdiction other than any State of the United States or the District of Columbia or (ii) permit any MLP Subsidiary to merge, dissolve, liquidate, consolidate with or into another Person, except that, so long as no Event of Default exists or would result therefrom:
therefrom (aA) any Restricted MLP Subsidiary may merge with any one or more other MLP Subsidiaries; and (iB) any MLP Subsidiary may consolidate or merge with another corporation or entity, and a Person (other than an Obligor or Restricted Subsidiary) may consolidate with or merge into any MLP Subsidiary, provided that (1) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, that the Borrower MLP Subsidiary shall be the continuing or ultimate surviving Person or entity, and (2) the surviving Person entity shall be be, after giving effect to the merger, a Person Solvent entity organized and existing under the laws of the United States or of America, any state State thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent or (ii) any one or more other Restricted Subsidiaries, provided, that when any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority District of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(d) any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; and
(e) 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(f)(A))Columbia.
Appears in 2 contracts
Sources: Credit Agreement (Calumet Specialty Products Partners, L.P.), Credit Agreement (Calumet Specialty Products Partners, L.P.)
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, except that, so long as no Event of Default exists or would result therefrom:
(ai) any Restricted Subsidiary may merge merge, amalgamate or consolidate with (i) the a Borrower (including a merger, the purpose of which is to reorganize the a Borrower into a new jurisdictionjurisdiction in the United States), provided, ; provided that the such Borrower (as a newly recognized entity) shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent or (ii) any Restricted Subsidiary may merge, amalgamate or consolidate with one or more other Restricted Subsidiaries, provided, ; provided that when any Guarantor Person that is a Loan Party is merging with another a Restricted Subsidiary, (A) the Guarantor a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03Person;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve, dissolve or the a Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower Parent determines in good faith that such action is in the best interest of the Borrower ▇▇▇▇▇ Group and its Subsidiaries and is if not materially disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, (x) any Borrower shall remain a Borrower and (y) a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower Parent or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a GuarantorLoan Party, then (i) the transferee must either be the Borrower or a Guarantor Loan Party or (ii) to the extent constituting an Investment, such Investment must be a permitted Permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections Section 7.02 (other than clause (e) of the definition of “Permitted Investments”) and Section 7.03, respectively;
(d) so long as no Default exists or would result therefrom, a Borrower may merge with any other Person; provided that (i) such Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not a Borrower (any such Person, the “Successor Company”), (A) the Successor Company shall be an entity organized or existing under the Laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of such Borrower under this Agreement and the other Loan Documents to which such Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Agent, (C) each Loan Party, unless it is the other party to such merger or consolidation, shall have confirmed that its obligations under the Loan Documents, including the Guarantee, shall continue to apply to the Successor Company’s obligations under the Loan Agreements, (D) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement and other applicable Security Documents confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, (E) such Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Security Document does not conflict with this Agreement and (F) the Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act reasonably requested by the Lenders; provided further that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, such Borrower under this Agreement;
(e) so long as no Default exists or would result therefrom (in the case of a merger involving a Loan Party), any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, provided that (i) the continuing or surviving Person shall be a Restricted SubsidiarySubsidiary or a Borrower, which together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with 6.11 and Section 7.026.14; and
(ef) 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 (other than Section 7.05(f)(A))7.05.
Appears in 2 contracts
Sources: Asset Based Revolving Credit Agreement (Keane Group, Inc.), Asset Based Revolving Credit Agreement (Keane Group, Inc.)
Fundamental Changes. Merge, dissolve, liquidate, amalgamate or consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge or amalgamate with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent or (ii) any one or more other Restricted Subsidiaries, provided, that when any the Borrower, a U.S. Guarantor or a Canadian Guarantor is merging with another Restricted Subsidiary, the Borrower, U.S. Guarantor or Canadian Guarantor, as applicable (Aand if such merger involves both the Borrower and a U.S. Guarantor or a Canadian Guarantor, the Borrower) the Guarantor shall be the continuing continuing, surviving or surviving succeeding Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Restricted Subsidiaries and is not disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(d) any Restricted Subsidiary may merge or amalgamate with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, that (i) the continuing continuing, surviving or surviving succeeding Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; and
(e) a merger, amalgamation, 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(f)(A)).
Appears in 2 contracts
Sources: First Lien Credit Agreement (GMS Inc.), Amendment No. 6 (GMS Inc.)
Fundamental Changes. MergeBorrower shall not, and shall not permit any other Company to, 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 PersonPerson (a “Fundamental Change”), except that, so long as after giving effect thereto (including the application of any proceeds therefrom to the Obligations) no Event of Default exists or would result therefromexists:
(a) any Restricted Subsidiary of Borrower may merge with (i) Borrower, provided that Borrower shall be the Borrower continuing or surviving Person, or (including a mergerii) any one or more other Subsidiaries of Borrower, provided that when any Subsidiary Guarantor is merging with another Subsidiary of Borrower, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, that the Borrower Subsidiary Guarantor shall be the continuing or surviving Person or the surviving Person Subsidiary shall be have become a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower Subsidiary Guarantor pursuant to documents reasonably acceptable to the Administrative Agent or (ii) any one or more other Restricted Subsidiaries, provided, that when any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03Section 7.15;
(ib) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve, or the of Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted SubsidiarySubsidiary of Borrower; provided that if the transferor in such a transaction is a Subsidiary Guarantor, then (i) the transferee must either be the Borrower or be or become a Guarantor or Subsidiary Guarantor;
(iic) to the extent constituting an Investment, such Investment must be a in connection with Dispositions by any Company permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectivelyby Section 8.05;
(d) in connection with Investments by any Restricted Subsidiary may merge with any other Person in order to effect an Investment Company permitted pursuant to by Section 7.02; provided, that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.028.02; and
(e) Fundamental Changes which are determined to be necessary for any Subsidiary of Borrower that has elected to be treated as a mergerREIT, dissolutionto maintain its status as a REIT, liquidationso long as (i) no Default is then-occurring or would result from such Fundamental Change and (ii) upon Administrative Agent’s request, consolidation or Disposition, the purpose of which is Borrower shall provide to effect a Disposition permitted pursuant Administrative Agent evidence that such Fundamental Change was necessary to Section 7.05 (other than Section 7.05(f)(A))ensure such REIT status.
Appears in 2 contracts
Sources: Credit Agreement (PMC Commercial Trust /Tx), Credit Agreement (PMC Commercial Trust /Tx)
Fundamental Changes. Merge(a) The Borrower will not, dissolveand will not permit any of its Subsidiaries to, liquidate, merge into or consolidate with or into another any other Person, or Dispose permit any other Person to merge into or consolidate with it, or sell, lease, transfer or otherwise dispose of (whether in one a single transaction or in a series of transactions) all or substantially all of its assets (in each case, whether now owned or hereafter acquired) to or in favor all or substantially all of the stock of any Personof 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 exists or would result therefrom:
(a) any Restricted Subsidiary may merge with (i) the Borrower (including a mergershall have occurred and be continuing, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent or (ii) any one or more other Restricted Subsidiaries, provided, that when any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(i) any Subsidiary of ▇▇▇▇ Realty OP may merge with and into ▇▇▇▇ Realty OP (it being understood and agreed that is not a Loan Party may mergein any such event ▇▇▇▇ Realty OP will be the surviving Person), amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary of ▇▇▇▇ OP may liquidate or dissolve, or the Borrower or any Subsidiary may (if the perfection merge with and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not disadvantageous to the Lenders into ▇▇▇▇ OP (it being understood and agreed that in any such event ▇▇▇▇ OP will be the case surviving Person), (iii) any Subsidiary of ▇▇▇▇ Realty OP or ▇▇▇▇ OP may merge into another Subsidiary of ▇▇▇▇ Realty OP or ▇▇▇▇ OP, respectively, provided that if any dissolution of party to such merger is a Subsidiary that is a GuarantorGuarantor or an Unencumbered Property Owner, such the Subsidiary Guarantor or Unencumbered Property Owner, as applicable, shall at or before be the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal formsurviving Person, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(civ) any Restricted Subsidiary of the Borrower may Dispose sell, transfer, lease or otherwise dispose of all or substantially all of its assets to the Borrower, ▇▇▇▇ Realty OP, ▇▇▇▇ OP, or to a Subsidiary Guarantor, and (upon voluntary v) the liquidation or otherwise) to the Borrower dissolution of any Subsidiary of ▇▇▇▇ Realty OP or to another Restricted Subsidiary; provided ▇▇▇▇ OP that does not own any assets will be permitted so long as such Subsidiary is not a Guarantor (or if the transferor in such a transaction Subsidiary is a Guarantor, then (i) so long as the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(d) any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied parties comply with the requirements provisions of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; and
(e) 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(f)(A2.29(a)).
(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage in any business other than the ownership, operation and development of Medical Assets and businesses reasonably related thereto.
Appears in 2 contracts
Sources: Term Loan Agreement (Sila Realty Trust, Inc.), Term Loan Agreement (Sila Realty Trust, Inc.)
Fundamental Changes. MergeNeither the Borrower nor any of its Restricted Subsidiaries shall merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of related 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 Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge or consolidate with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction), ; provided, that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent Person; or (ii) any one or more other Restricted Subsidiaries, ; provided, that when any Guarantor Person that is a Loan Party is merging with another a Restricted SubsidiarySubsidiary under this clause (a)(ii), (A) the Guarantor a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03Person;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate merge or consolidate with or into any other Subsidiary that is not a Loan Party Party; and (ii) any Subsidiary may liquidate or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change dissolve into its legal form parent if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries as a whole and is not materially disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder)Lenders;
(c) the Borrower or any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another any Restricted Subsidiary; provided provided, that if the transferor in such a transaction is the Borrower or a Guarantor, then the transferee must be the Borrower a Guarantor and; provided, further, that at the Borrower shall remain after such transaction; and
(d) so long as no Default exists or would result therefrom, the Borrower may merge or consolidate with any other Person that is not a Restricted Subsidiary; provided, that (i) the transferee must either Borrower shall be the Borrower continuing or a Guarantor surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation (any such Person, the “Successor Company”) is not the Borrower, (A) the Successor Company shall be an entity organized or existing under the laws of the United States, any state or commonwealth thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) in the case of a Successor Company for the Borrower, each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its Guarantee of the Guaranteed Obligations and its pledges and other obligations under the Collateral Documents to which it is a party shall apply to the Successor Company’s obligations under the Loan Documents, including, to the extent constituting reasonably requested by the Administrative Agent, by executing amendments or supplements to the Security Agreement, any Mortgage and any other Collateral Documents to which such Guarantor is a party, and (D) the Borrower shall have delivered to the Administrative Agent (i) an Investmentofficer’s certificate stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement and (ii) such other certificates and other documentation as reasonably requested by the Administrative Agent; provided, such Investment must further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, the Borrower under this Agreement;
(e) so long as no Default exists or would result therefrom, a permitted Investment in Guarantor may merge or Indebtedness of a Restricted Subsidiary which consolidate with any other Person that is not a Restricted Subsidiary; provided, that (i) such Guarantor shall be the continuing or surviving corporation or (ii) if the Successor Company is not such Guarantor, (A) the Successor Company shall be an entity organized or existing under the laws of the United States, any state or commonwealth thereof, the District of Columbia or any territory thereof, (B) the Successor Company shall expressly assume all the obligations of such Guarantor under this Agreement and the other Loan Party Documents to which such Guarantor is a party pursuant to a supplement hereto or thereto in accordance form reasonably satisfactory to the Administrative Agent, and (C) such Guarantor shall have delivered to the Administrative Agent an officer’s certificate stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with Sections 7.02 this Agreement; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and 7.03be substituted for, respectivelysuch Guarantor under this Agreement;
(df) so long as no Default exists or would result therefrom, the Borrower or any Restricted Subsidiary may merge or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.027.06; and
(eg) so long as no Default exists or would result therefrom, the Borrower or any Restricted Subsidiary may consummate 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(f)(A))7.04.
Appears in 2 contracts
Sources: Credit Agreement (Halyard Health, Inc.), Credit Agreement (Halyard Health, 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, except that, so long as no Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge with (i) the Borrower (including a mergerBorrower, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, provided that the such Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent Person, or (ii) any one or more other Restricted Subsidiaries, provided, ; provided that when any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor shall be the continuing or surviving such merger involving a Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other wholly owned Subsidiary that is immediately prior to such merger shall not a Loan Party and (ii) any Subsidiary may liquidate or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor be permitted unless such Guarantor is otherwise also permitted to cease being a Guarantor hereunder)by Section 7.02;
(cb) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the a Borrower or to another Restricted Subsidiary; provided that ;
(c) any Subsidiary may liquidate or dissolve if the transferor Borrower which is the parent of such Subsidiary determines in good faith that such a transaction liquidation or dissolution is a Guarantor, then (i) in the transferee must either be the best interests of such Borrower or a Guarantor or (ii) and is not materially disadvantageous to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectivelyLenders;
(d) any Restricted Subsidiary Borrower may merge with any other Person in order to effect an Investment a Disposition permitted pursuant to by Section 7.02; provided, that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.027.05; and
(e) any Financing SPE may sell, transfer, lease or otherwise dispose of (in one transaction or in a mergerseries of related transactions) all or substantially all of its assets in connection with a Securitization, dissolutionprovided that the proceeds of such Securitization in excess of the amount such Financing SPE is required to pay to any holder of any debt obligation or equity interests issued by such Financing SPE pursuant to the terms of such Securitization are paid to a Borrower promptly thereafter. Notwithstanding the foregoing, liquidationnone of the Borrowers will, consolidation nor will permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by such Borrower and its Subsidiaries on the date of execution of this Agreement, businesses reasonably related thereto or Dispositionthat is a reasonable extension, development or expansion thereof. It is understood that a Trust Preferred Securities Transaction consummated for purposes of financing the type of business of such Borrower or Subsidiary as of the date of execution of this Agreement shall not be deemed to violate the foregoing restriction. For the avoidance of doubt, the purpose transfer of which is legal ownership of any Trust Preferred Indebtedness permitted under this Agreement to effect a Disposition permitted trustee pursuant to Section 7.05 (a Trust Preferred Securities Transaction shall not be deemed to be a sale, transfer, lease or other than Section 7.05(f)(A))disposition of any assets to such trustee.
Appears in 2 contracts
Sources: Credit Agreement (KKR Financial Holdings LLC), Credit Agreement (KKR Financial Holdings LLC)
Fundamental Changes. MergeThe Lead Borrower or any of the Restricted Subsidiaries shall not 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 PersonPerson (including, in each case, pursuant to a Division), except that, so long as no Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge merge, amalgamate or consolidate with (i) the Lead Borrower (including a merger, the purpose of which is to reorganize the Lead Borrower into a new jurisdiction), provided, ; provided that the Lead Borrower shall be the continuing or surviving Person or and such merger does not result in the surviving Person shall Lead Borrower ceasing to be a Person corporation, partnership or limited liability company organized and existing under the laws Laws of the United States or States, any state thereof and shall expressly assume or the obligations District of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent Columbia or (ii) any one or more other Restricted Subsidiaries, provided, ; provided that when any Guarantor Person that is a Loan Party is merging with another a Restricted Subsidiary, (A) the Guarantor a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03Person;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve, dissolve or the any Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form (x) if the Lead Borrower determines in good faith that such action is in the best interest of the Lead Borrower and its Subsidiaries and is if not materially disadvantageous to the Lenders and (y) to the extent such Restricted Subsidiary is a Loan Party, any assets or business not otherwise disposed of or transferred in accordance with Sections 7.02 (other than Section 7.02(e)) or Section 7.05 or, in the case of any such business, discontinued, shall be transferred to otherwise owned or conducted by another Loan Party after giving effect to such liquidation or dissolution (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Lead Borrower or to another any other Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower a Guarantor or a Guarantor Borrower or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which that is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(d) so long as no Default exists or would result therefrom, any Borrower may merge or consolidate with any other Person; provided that (i) such Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not such Borrower (any such Person, the “Successor Borrower”), (A) the Successor Borrower shall be an entity organized or existing under the Laws of the United States, any state thereof or the District of Columbia (other than the Dutch Borrower, which shall remain organized in the Netherlands), (B) the Successor Borrower shall expressly assume all the obligations of the applicable Borrower under this Agreement and the other Loan Documents to which such Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its Guaranty shall apply to the Successor Borrower’s obligations under the Loan Documents, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement and other applicable Collateral Documents confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under the Loan Documents, (E) if requested by the Administrative Agent, each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under the Loan Documents, (F) the applicable Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document preserves the enforceability of this Agreement, the Guaranty and the Collateral Documents and the perfection of the Liens under the Collateral Documents and (G) the Successor Borrower agrees to provide any documentation and other information about such Successor Borrower as shall have been reasonably requested in writing by any Lender through the Administrative Agent that is required by regulatory authorities or under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act and the Beneficial Ownership Regulation; provided, further, that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the applicable Borrower under this Agreement; and
(e) so long as no Default exists or would result therefrom (in the case of a merger involving a Loan Party), any Restricted Subsidiary may merge or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, provided that (i) the continuing or surviving Person shall be a Restricted SubsidiarySubsidiary or the Lead Borrower, which together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) 6.11 to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; andrequired pursuant to the Collateral and Guarantee Requirement;
(ef) 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 7.05;
(other than Section 7.05(f)(A))g) [Reserved];
(h) [Reserved]; and
(i) the Lead Borrower and its Subsidiaries may consummate Permitted Intercompany Activities.
Appears in 2 contracts
Sources: Credit Agreement (CONDUENT Inc), Credit Agreement (CONDUENT Inc)
Fundamental Changes. MergeThe Parent shall not, and shall not permit any of its Subsidiaries to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of acquire (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned of or hereafter acquired) to Equity Interests in, or in favor of assets which constitute a business unit of, any Person, or except that, :
(a) so long as no Event of Default exists or would result therefrom:, the Borrower or any of its Subsidiaries may acquire (in one transaction or a series of transactions) the assets of any Person which constitute a business unit provided that the aggregate purchase price paid for all such acquisitions in any fiscal year does not exceed 10% of the Statutory Surplus of the Borrower as of the most recently ended fiscal year;
(ab) so long as no Default exists or would result therefrom, any Restricted Subsidiary (other than the Borrower or its Subsidiaries) may merge with (i) the Borrower Parent, provided that the Parent shall be the continuing or surviving person, or (including a merger, the purpose of which is to reorganize ii) any one or more other Subsidiaries (other than the Borrower into a new jurisdictionor any of its subsidiaries);
(c) so long as no Default exists or would result therefrom, providedany Subsidiary of the Borrower may merge with (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent Person, or (ii) any one or more other Restricted SubsidiariesSubsidiaries of the Borrower;
(d) so long as no Default exists or would result therefrom, provided, that when the Borrower may merge or consolidate with any Guarantor Person (other than the Parent) provided (i) either the Borrower is merging with another Restricted Subsidiary, (A) the Guarantor shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(d) any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided, that (i) the continuing or surviving Person shall be is organized in the United States and assumes all obligations under this Agreement and the other Loan Documents to which the Borrower is a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with party in a manner reasonably satisfactory to the requirements of Section 6.12 or Administrative Agent and (ii) the Borrower has provided the Lenders with advance notice of such merger or consolidation and provided a pro forma Compliance Certificate giving effect to such merger or consolidation;
(e) so long as no Default exists or would result therefrom, the Parent may merge or consolidate with any Person (other than the Borrower) provided that (i) such merger or consolidation does not result in a Change of Control, (ii) either the Parent is the continuing or surviving Person or the continuing or surviving Person is organized in the United States and assumes all obligations under this Agreement and the other Loan Documents to which the Parent is a party in a manner reasonably satisfactory to the extent constituting an Investment, Administrative Agent and (iii) the Parent has provided the Lenders with advance notice of such Investment must be merger or consolidation and provided a permitted Investment in accordance with Section 7.02pro forma Compliance Certificate giving effect to such merger or consolidation; and
(ef) a merger, dissolution, liquidation, consolidation the Parent or Disposition, the purpose any of which is to effect a Disposition permitted pursuant to Section 7.05 its Subsidiaries (other than Section 7.05(f)(A))the Borrower and its Subsidiaries) may purchase or otherwise acquire all or substantially all the assets or Equity Interests in, any other Person provided (i) no Default exists or would result thereof and (ii) the Borrower has provided the Lenders with advance notice of such acquisition and provided a pro forma Compliance Certificate giving effect to such acquisition.
Appears in 2 contracts
Sources: Credit Agreement (Mercury General Corp), Credit Agreement (Mercury General Corp)
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, except that, so long as no Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge merge, amalgamate or consolidate with (i) the Borrower (including a mergerBorrower, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, provided that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent Person, or (ii) any one or more other Restricted Subsidiaries, provided, provided that (x) when any Guarantor is merging merging, amalgamating or consolidating with another Restricted Subsidiary, (A) the Guarantor shall be the continuing or surviving Person shall be the Guarantor or shall become a Guarantor concurrently with such transaction and (By) to when any wholly-owned Subsidiary is merging with another Subsidiary, the extent constituting an Investment, continuing or surviving Person shall be the wholly-owned Subsidiary or shall become a wholly-owned Subsidiary concurrently with such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03transaction;
(ib) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is (i) a Guarantor, then the transferee must be only any of the Borrower, a Guarantor or another Subsidiary that becomes a Guarantor concurrently with such transaction and (iii) a wholly-owned Subsidiary, then the transferee must either be the Borrower or a Guarantor or wholly-owned Subsidiary;
(iic) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted any Subsidiary which that is not a Loan Party may liquidate or dissolve or change its legal form if the Borrower determines in accordance with Sections 7.02 good faith that such action is in the interest of the Borrower and 7.03, respectivelyits Subsidiaries;
(d) any Restricted consolidation of the Borrower with or merger of the Borrower into any other Person or Persons (whether or not affiliated with the Borrower), or successive consolidations or mergers to which the Borrower or its successor or successors shall be a party or parties, provided, however, that, the Borrower hereby consents and agrees that, upon any such consolidation or merger, the due and punctual payment of the principal of and interest on all of the Loans and the due and punctual performance and observance of all of the covenants, conditions and other obligations of this Agreement and the Notes to be performed and observed by the Borrower, shall be expressly assumed in an agreement satisfactory in form and substance to the Administrative Agent and the Lenders, executed and delivered to the Administrative Agent by the Person formed by such consolidation or merger, provided, further, that the Person formed by such consolidation or merger shall be a Person organized and existing under the laws of the United States, any state thereof or the District of Columbia, and provided, further, that immediately before and after giving effect to any such transaction (and treating any Consolidated Funded Indebtedness or Sale and Leaseback Transaction which becomes an obligation of the resulting or surviving Person as a result of such transaction as having been incurred or entered into by such Person at the time of such transaction), no Default shall exist. Unless the conditions prescribed above in this Section 7.04(d) are satisfied, no such consolidation or merger shall be permitted;
(e) the Borrower or any Subsidiary may merge with any other Person in order to effect an Investment expressly permitted pursuant to Section 7.02; provided, that Sections 7.02(f) and (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02g); and
(ef) with respect to any Subsidiary, (i) a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition expressly permitted pursuant to Section 7.05 7.05(c)(i), and (other than ii) Dispositions made in accordance with the terms of Section 7.05(f)(A7.05(c)(ii), or any of Sections 7.05(e), (f) or (g).
Appears in 2 contracts
Sources: Credit Agreement (United States Cellular Corp), Credit Agreement (United States Cellular Corp)
Fundamental Changes. MergeThe Top Borrower will not, nor will it permit any of the Restricted Subsidiaries to, directly or indirectly merge, dissolve, liquidate, amalgamate or consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, Person except that, (other than in the case of clause (e) below) so long as no Event of Default exists or would result therefrom:
(ai) any Restricted Subsidiary (other than a Borrower) may merge merge, amalgamate or consolidate with (i1) the a Borrower (including a merger, the purpose of which is to reorganize the such Borrower into a new jurisdictionjurisdiction in any State of the United States), provided, ; provided that the such Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the such Borrower pursuant to documents reasonably acceptable to the Administrative Agent or (ii2) any one or more other Restricted Subsidiaries; provided, providedfurther, that when any Guarantor is merging with another Restricted Subsidiary, Subsidiary that is not a Loan Party (A) the Guarantor shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be an Investment permitted hereunder and (B) to the extent constituting a Disposition, such Disposition must be permitted Investment in hereunder and (ii) any Borrower may merge, dissolve, liquidate, amalgamate or Indebtedness of a consolidate with any other Borrower; provided that when any Co-Borrower is merging, dissolving, liquidating, amalgamating or consolidating with another Restricted Subsidiary which that is not another Co-Borrower or a Loan Party then either (A) the Co-Borrower shall be the continuing or surviving Person and resident in its jurisdiction of incorporation or (B) (I) the Co-Borrower shall cease to be a Borrower under this Agreement in accordance with Sections 7.02 Section 12.3, (II) to the extent constituting an Investment, such Investment must be an Investment permitted hereunder, and 7.03(III) to the extent constituting a Disposition, such Disposition must be permitted hereunder;
(i) any Restricted Subsidiary that is not a Loan Party may merge, dissolve, liquidate, amalgamate or consolidate with or into any other Restricted Subsidiary that is not a Loan Party and (ii) any Restricted Subsidiary may liquidate or dissolve, or the any Borrower or any Restricted Subsidiary may (if the validity, perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower Representative determines in good faith that such action is in the best interest of the Top Borrower and its Subsidiaries and is not disadvantageous to the Lenders in any material respect (it being understood that in the case of any dissolution of a Restricted Subsidiary that is (A) a Co-Borrower, such Subsidiary shall at or before the time of such dissolution cease to be a Co-Borrower under this Agreement in accordance with Section 12.3 or (B) a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Restricted Subsidiary that is a GuarantorGuarantor in the same jurisdiction or a different jurisdiction reasonably satisfactory to the Administrative Agent unless such Investment or Disposition of assets is permitted hereunder; and in the case of any change in legal form, a Restricted Subsidiary that is a Co-Borrower or a Guarantor will remain a Co-Borrower or Guarantor unless such Co-Borrower or Guarantor is otherwise permitted to cease being a Co-Borrower or Guarantor hereunder);
(c) any Restricted Subsidiary (other than the Top Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Top Borrower or to another any Restricted Subsidiary; provided that if the transferor in such a transaction is (A) a Borrower, then such Subsidiary shall cease to be a Borrower under this Agreement in accordance with Section 12.3 or (B) a Guarantor, then to the extent constituting an Investment, such Investment must be a Permitted Investment and, if applicable, Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Section 7.2, respectively; provided, further, that the Top Borrower may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to any other Loan Party;
(d) the Steps Transactions, Permitted Reorganizations and IPO Reorganization Transactions;
(e) any Restricted Subsidiary (other than a Borrower) may merge, liquidate, amalgamate or consolidate with any other Person in order to effect an Investment permitted hereunder; provided that (i) the transferee must either be continuing or surviving Person shall, to the Borrower or a Guarantor or extent subject to the terms hereof, have complied with the requirements of Section 6.9, (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(d) any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; providedhereunder, that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (iiiii) to the extent constituting an Investmenta Disposition, such Investment Disposition must be permitted hereunder and (iv) to the extent such Restricted Subsidiary is a permitted Investment Co-Borrower, it shall cease to be a Co-Borrower in accordance with Section 7.02; and12.3;
(ef) a mergerthe Borrowers and the other Restricted Subsidiaries may consummate the Transactions;
(g) subject to clause (a) above, dissolutionany Restricted Subsidiary may merge, liquidationdissolve, consolidation liquidate, amalgamate, consolidate with or Disposition, the purpose of which is into another Person in order to effect a Disposition permitted pursuant to Section 7.05 7.5; provided that if such Restricted Subsidiary is a Co-Borrower, it shall cease to be a Co-Borrower in accordance with Section 12.3; and
(other than Section 7.05(f)(A))h) any Investment permitted hereunder may be structured as a merger, consolidation or amalgamation.
Appears in 2 contracts
Sources: Incremental and Refinancing Amendment (Powerschool Holdings, Inc.), First Lien Credit Agreement (Powerschool Holdings, 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, except that, so long as no Event of Default exists or would result therefrom:
(a) Neither the Company nor any Restricted Subsidiary may merge with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction), provided, that the Borrower shall be the continuing or surviving Person or the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the Borrower pursuant to documents reasonably acceptable to the Administrative Agent or (ii) any one or more other Restricted Subsidiaries, provided, that when any Guarantor is merging with another Restricted Subsidiary, (A) the Guarantor shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;
(i) any Subsidiary that is not a Loan Party may merge, amalgamate merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary may liquidate Person or dissolve, or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines in good faith that such action is in the best interest of the Borrower and its Subsidiaries and is not disadvantageous to the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets to any Person unless (upon voluntary liquidation A) no Event of Default shall be continuing after giving effect to such transaction and (B)(x) such Borrower shall be the continuing entity or otherwise(y)
(1) the Person formed by or surviving such merger or consolidation, or the transferee of such assets, shall be an entity organized or existing under the laws of the United States, any state thereof, or the District of Columbia (or, in the case of any Subsidiary Borrower organized outside of the United States, the jurisdiction of incorporation of such Subsidiary Borrower or any other Foreign Subsidiary Borrower) that expressly assumes all the obligations of such Borrower under the Loan Documents pursuant to a supplement or amendment to the Borrower Loan Documents reasonably satisfactory to the Administrative Agent, (2) the Company and, during any Reinstated Guarantee Period, each Subsidiary Guarantor shall have reaffirmed its obligations under the Loan Documents and (3) the Administrative Agent shall have received an opinion of counsel (which may be internal counsel to a Loan Party) which is reasonably satisfactory to the Administrative Agent and consistent with the opinions delivered on the Closing Date with respect to such Borrower; provided, that, so long as no Obligations are owed (or in the case of Letters of Credit, as long as such Obligations are Collateralized) by the applicable Subsidiary Borrower, the Company may elect for such Subsidiary to another Restricted Subsidiary; provided cease to be a “Borrower” hereunder pursuant to Section 10.1(d) hereof and, thereafter, such Subsidiary shall not be subject to the restrictions contained in this paragraph.
(b) During any Reinstated Guarantee Requirement Period, no Subsidiary that if the transferor in such a transaction is a Guarantor, then Subsidiary Guarantor shall merge or consolidate with any other Person or dispose of all or substantially all of its assets to any Person unless (i) the transferee must either Company or a Subsidiary Guarantor shall be the Borrower continuing entity or shall be the transferee of such assets, (ii)(A) the Person formed by or surviving such merger or consolidation, or the transferee of such assets, shall be an entity organized or existing under the laws of the United States, any state thereof, or the District of Columbia that expressly assumes all the obligations of such other Subsidiary Guarantor under the Loan Documents pursuant to a Guarantor supplement or amendment to each applicable Loan Document reasonably satisfactory to the Administrative Agent, (B) the Company and each then-remaining Loan Party shall have reaffirmed its obligations under the Loan Documents and (C) the Administrative Agent shall have received an opinion of counsel (which may be internal counsel to a Loan Party) which is reasonably satisfactory to the Administrative Agent and, if applicable, consistent with the opinions delivered on the Closing Date with respect to such Loan Party, or (iiiii) to the extent constituting in connection with an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is asset sale not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(d) any Restricted Subsidiary may merge with any other Person in order to effect an Investment permitted pursuant to prohibited by Section 7.02; provided, that (i) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; and
(e) 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(f)(A))7.3.
Appears in 2 contracts
Sources: 5 Year Revolving Credit Agreement (General Motors Co), 5 Year Revolving Credit Agreement (General Motors Financial Company, 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, except that, so long as no Event of Default exists or would result therefrom:
(a) any Restricted Subsidiary may merge with or liquidate into (i) the any Borrower (including a merger, the purpose of which is to reorganize the any Borrower into a new jurisdictionjurisdiction so long as such Borrower remains organized under the laws of the United States, any state thereof or the District of Columbia (the requirements set forth in this clause (i), providedand the last proviso of this Section 7.04(a), the “Jurisdictional Requirement”)); provided that the such Borrower shall be the continuing or surviving Person or the continuing or surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall expressly assume the obligations of the such Borrower pursuant to documents in a manner reasonably acceptable to the Administrative Agent Agent, or (ii) any one or more other Restricted Subsidiaries, provided, ; provided that when any Guarantor Restricted Subsidiary that is a Loan Party is merging with another Restricted Subsidiary, (A) the Guarantor a Loan Party shall be the continuing or surviving Person or (B) to the extent constituting an Investment, such Investment must be a an Investment permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections by Section 7.02 and any Indebtedness corresponding to such Investment must be permitted by Section 7.03;; provided further that, if any such merger results in a new jurisdiction of organization of such Borrower or other Loan Party, the Borrowers shall have provided the Administrative Agent with prior written notice of such change in jurisdiction and proper financing statements, duly prepared for filing under the Uniform Commercial Code in such jurisdiction with respect to such Borrower or such Loan Party.
(i) any Subsidiary that is not a Loan Party may merge, amalgamate merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than any Borrower) may liquidate or dissolve, dissolve or the Borrower or any Subsidiary may (if the perfection and priority of the Liens securing the First Lien Obligations is not adversely affected thereby) change its legal form if the Borrower determines Borrowers determine in good faith that such action is in the best interest interests of the Borrower and its Subsidiaries and is not disadvantageous to business of the Lenders (it being understood that in the case of any dissolution of a Subsidiary that is a Guarantor, such Subsidiary shall at or before the time of such dissolution transfer its assets to another Subsidiary that is a Guarantor; and in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder)Borrowers;
(c) so long as no Event of Default exists or would result therefrom, any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must either be the Borrower or a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03, respectively;
(d) any Restricted Subsidiary may merge with any other Person in order to (i) effect an Investment permitted pursuant to Section 7.02; provided, 7.02 (provided that (iA) the continuing or surviving Person shall be a Restricted Subsidiary, which together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 6.12 or and (iiB) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02) or (ii) to effect the designation of a Restricted Subsidiary as an Unrestricted Subsidiary or an Unrestricted Subsidiary as a Restricted Subsidiary in accordance with Section 6.16; provided that if any Borrower is a party to any transaction effected pursuant to this Section 7.04(c), (1) such Borrower shall be the continuing and surviving Person or the continuing or surviving Person shall expressly assume the obligations of such Borrower in a manner reasonably acceptable to the Administrative Agent and (2) the Jurisdictional Requirement shall be satisfied;
(d) UHS and its Restricted Subsidiaries may consummate the Acquisition and the transactions contemplated thereby; and
(e) so long as no Event of Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation liquidation or Dispositionconsolidation, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05 7.05, may be effected; provided that if any Borrower is a party to any transaction effected pursuant to this Section 7.04(e), (other than Section 7.05(f)(A))i) such Borrower shall be the continuing or surviving Person or the continuing or surviving Person shall expressly assume the obligations of such Borrower in a manner reasonably acceptable to the Administrative Agent and (ii) the Jurisdictional Requirement shall be satisfied.
Appears in 2 contracts
Sources: Credit Agreement (Universal Hospital Services Inc), Credit Agreement (Universal Hospital Services Inc)